SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
TRICO MARINE SERVICES, INC.
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(Name of Registrant as Specified in Its Charter)
NEWCASTLE PARTNERS, L.P.
NEWCASTLE CAPITAL MANAGEMENT, L.P.
NEWCASTLE CAPITAL GROUP, L.L.C.
MARK E. SCHWARZ
STEVEN J. PULLY
EVAN STONE
SHONEY KATZ
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED MAY 1, 2007
PROXY STATEMENT
OF
NEWCASTLE PARTNERS, L.P.
ANNUAL MEETING OF STOCKHOLDERS
OF
TRICO MARINE SERVICES, INC.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD
This proxy statement (this "Proxy Statement") and BLUE proxy card are
being furnished in connection with the solicitation of proxies by Newcastle
Partners, L.P. ("Newcastle Partners") for use at the upcoming annual meeting of
stockholders of Trico Marine Services, Inc., a Delaware corporation ("Trico" or
the "Company"), and at any adjournments or postponements thereof (the "2007
Annual Meeting"). The Company has provided notice that the 2007 Annual Meeting
will be held on Tuesday, June 12, 2007 at Vinson & Elkins L.L.P., First City
Tower, 1001 Fannin Street, Conference Center 26C, Houston, Texas, at 9:00 a.m.
local time. The record date for determining stockholders entitled to notice of
and to vote at the 2007 Annual Meeting is April 20, 2007 (the "Record Date").
The Company has publicly stated that at the 2007 Annual Meeting, the
Company's stockholders will be asked to (i) elect three Class III directors to
the Company's board of directors (the "Board") to hold office until the
Company's 2010 annual meeting of stockholders and until their successors have
been elected and qualified, (ii) ratify the appointment of
PricewaterhouseCoopers LLP, certified public accountants, as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2007, and (iii) consider other business properly brought before the
2007 Annual Meeting.
Newcastle Partners has nominated three individuals to be elected to the
Board: Steven J. Pully, Shoney Katz and Evan Stone (the "Nominees"). Newcastle
Partners is soliciting proxies for the election of the Nominees to the Board and
Newcastle Partners intends to vote its shares of common stock of the Company,
$.01 par value per share (the "Shares"), owned as of the Record Date for the
election of the Nominees. If you sign and return the enclosed BLUE proxy card
but do not specify how to vote, we will vote your Shares in favor of the
election of the Nominees.
The Company has publicly stated that as of the Record Date there were
14,818,599 Shares outstanding and entitled to vote at the 2007 Annual Meeting.
Newcastle Partners, along with all of the participants in this solicitation,
were the beneficial owners of an aggregate of 36,100 Shares on the Record Date,
and were the beneficial owners of an aggregate of 10,100 Shares on the date
hereof.
This Proxy Statement and the BLUE proxy card are first being furnished to
Trico stockholders on or about May __, 2007. As Nominees, Messrs. Pully, Katz
and Stone are deemed to be participants in this proxy solicitation. Newcastle
Capital Management, L.P. ("Newcastle Management"), Newcastle Capital Group,
L.L.C. ("Newcastle Capital") and Mark E. Schwarz are also participants.
Stockholders of record at the close of business on the Record Date will be
entitled to one vote at the 2007 Annual Meeting for each Share held as of the
Record Date. The principal executive offices of the Company are located at 3200
Southwest Freeway - Suite 2950, Houston, Texas 77027.
THIS SOLICITATION IS BEING MADE BY NEWCASTLE PARTNERS, L.P. AND NOT ON
BEHALF OF THE BOARD OR MANAGEMENT OF THE COMPANY.
Newcastle Partners is not aware of any proposals to be brought before the
2007 Annual Meeting other than the election of directors and the ratification of
the appointment of the Company's independent public accountants. However, should
other proposals, which Newcastle Partners is not aware of a reasonable time
before this solicitation, be brought before the 2007 Annual Meeting, the persons
named as proxies in the enclosed BLUE proxy card will vote on such matters in
their discretion.
NEWCASTLE PARTNERS URGES YOU TO SIGN, DATE AND RETURN THE BLUE PROXY CARD
IN FAVOR OF THE ELECTION OF ITS NOMINEES DESCRIBED IN THIS PROXY STATEMENT.
IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPANY MANAGEMENT TO
THE COMPANY, YOU MAY REVOKE THAT PROXY AND VOTE FOR THE ELECTION OF NEWCASTLE
PARTNERS' NOMINEES BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY
CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO THE 2007 ANNUAL MEETING BY DELIVERING A WRITTEN
NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE 2007 ANNUAL MEETING, OR BY
VOTING IN PERSON AT THE 2007 ANNUAL MEETING. ALTHOUGH A REVOCATION IS EFFECTIVE
IF DELIVERED TO THE COMPANY, NEWCASTLE PARTNERS REQUESTS THAT EITHER THE
ORIGINAL OR PHOTOSTATIC COPIES OF ALL REVOCATIONS BE MAILED TO NEWCASTLE
PARTNERS IN CARE OF ________ AT THE ADDRESS SET FORTH ON THE BACK COVER OF THIS
PROXY STATEMENT.
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IMPORTANT
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. NEWCASTLE
PARTNERS URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD TODAY
TO VOTE FOR THE ELECTION OF THE NOMINEES.
The Nominees are committed, subject to their fiduciary duty to the
Company's stockholders, to giving all the Company's stockholders the opportunity
to receive the maximum value for their Shares. A vote FOR the Nominees will
enable you - as the owners of the Company - to send a message to the Board that
you are committed to maximizing the value of your Shares.
o If your Shares are registered in your own name, please sign and date
the enclosed BLUE proxy card and return it to Newcastle Partners, c/o
_________, in the enclosed envelope today.
o If your Shares are held in a brokerage account or bank, you are
considered the beneficial owner of the Shares, and these proxy
materials, together with a BLUE voting form, are being forwarded to you
by your broker or bank. As a beneficial owner, you must instruct your
broker, trustee or other representative how to vote. Your broker cannot
vote your Shares on your behalf without your instructions.
o Depending upon your broker or custodian, you may be able to vote either
by toll-free telephone or by the Internet. Please refer to the enclosed
voting form for instructions on how to vote electronically. You may
also vote by signing, dating and returning the enclosed voting form.
Since only your latest dated proxy card will count, we urge you not to
return any proxy card you receive from the Company. Even if you return the
management proxy card marked "withhold" as a protest against the incumbent
directors, it will revoke any proxy card you may have previously sent to
Newcastle Partners. Remember, you can vote for our three independent nominees
only on our BLUE proxy card. So please make certain that the latest dated proxy
card you return is the BLUE proxy card.
PLEASE CALL ________ IF YOU NEED ASSISTANCE IN VOTING YOUR BLUE PROXY CARD.
[Contact Information of Proxy Solicitor]
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PROPOSAL I - ELECTION OF DIRECTORS
Trico's Board is comprised of three classes. The members of each class
serve three-year staggered terms with one class to be elected at each annual
meeting. The Board has nominated Edward C. Hutcheson, Jr., Myles W. Scoggins and
Per Staehr for re-election at the 2007 Annual Meeting to serve three-year terms
expiring at the annual meeting in 2010. Your vote to elect the Nominees will
have the legal effect of replacing Messrs. Hutcheson, Scoggins and Staehr with
our Nominees. If elected, the Nominees will represent a minority of the members
of the Board.
WHY YOU SHOULD VOTE FOR THE NEWCASTLE NOMINEES
Newcastle Partners strongly believes that Trico's existing business
strategy is flawed and not in the best interests of the Company's stockholders.
In Newcastle Partners' view, the Company's strategy - as presented in its March
13, 2007 Form 8-K filing (the "March Presentation") - places the Company in the
position of either risking significant amounts of stockholders' capital or
holding large and growing cash balances earning meager returns. We do not
believe this strategy is in the best interests of the Company's stockholders and
that stockholders' interests will be best served if changes are made quickly.
If elected, the Nominees plan to make the following recommendations to the
Board, which we believe are in the best interests of the Company and its
stockholders:
o withdraw the proposed $400 million to $600 million newbuild program
o return the Company's significant cash balances to stockholders through
dividends and/or a substantial share repurchase
o retain an investment bank to explore strategic alternatives, including
a sale of parts or all of the business
o terminate the recently adopted "poison pill" rights plan
The election of the Nominees represents the best means to achieve these
goals, which Newcastle Partners believes will both provide significantly greater
certainty for stockholders and maximize the value of the Company.
WE BELIEVE THE COMPANY'S STRATEGY IS FLAWED AND ENTAILS
SUBSTANTIAL RISKS
THE COMPANY PROPOSES SIGNIFICANT CAPITAL SPENDING IN A HIGHLY UNCERTAIN MARKET
Trico is proposing to invest $400 million to $600 million over the next
three to five years to build new vessels or buy existing vessel fleets (see page
6 of the March Presentation). Yet in the same March Presentation (see page 4 of
the March Presentation), management illustrates how new vessel construction
costs have increased by 38% to 63% in the last two years and vessel deliveries
for new orders placed would not occur until 2009, 2010 or later. Management
further states that the market environment for the offshore vessel market is
uncertain through 2007 and 2008 given the large amount of industry new vessel
construction (see page 3 of the March Presentation). Newcastle Partners believes
that the uncertainty is even higher for 2009, 2010 and beyond as future
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conditions become more unpredictable over time. Given the heated market
environment for offshore vessel construction and uncertainty surrounding the
market for vessel operators, in our opinion, now is not the time to launch a
large new vessel construction program. The Company would be risking $400 million
to $600 million of capital for a highly uncertain return in pursuing this
strategy. Moreover, the Company concedes in the March Presentation that any
return will take at least two to four years to begin to materialize.
WE BELIEVE THE OPPORTUNITY TO BUILD NEW VESSELS HAS PASSED THE COMPANY BY IN THE
CURRENT CYCLE
It is true that most other companies in Trico's industry are engaged in
large new vessel building programs. However, many of these competitors began
these newbuild programs some time ago. As shown on page 8 of the Company's March
Presentation, every sizable public competitor has previously committed to a new
development program vastly greater than Trico's $60 million commitment for new
vessels to date (excluding management's proposed $400 million to $600 million in
new spending). As an example, Tidewater, a leading competitor with one of the
industry's older fleets, is five years into its fleet renewal program. According
to its latest earnings conference call on April 26, 2007, Tidewater has already
spent approximately $2 billion on a newbuild program and has another
approximately $700 million in vessels presently under construction. The vast
majority of these vessels were purchased at times when building prices were
significantly lower and construction times were shorter. Trico's management, on
the other hand, failed to take significant re-fleeting actions in the last few
years, and as a result the Company's newbuild plan is behind its competitors. By
choosing to invest in new construction now, we believe Trico positions itself
uncompetitively - paying substantially more and waiting longer than its
competitors for its new fleet. For these reasons, Newcastle Partners believes
that now is the wrong time to play "catch up" and commit large amounts of
capital to new vessels.
WE BELIEVE THERE IS LIMITED OPPORTUNITY TO BUY NEW FLEETS
Management also suggests in the March Presentation that it will look to
buy fleets of vessels as part of the investment program. However, management has
indicated to Newcastle Partners that there are no material fleets for sale today
and that fleet sales have been rare. It is not clear why management believes
this will change. Competitors have also stated an interest in buying fleets.
Thus, if a fleet does become available, Trico is left in a position of having to
outbid its larger, better capitalized competitors, who may have greater
synergies or lower funding costs than Trico due to their larger scale.
WE BELIEVE THE COMPANY'S STRATEGY SPREADS THE COMPANY TOO THINLY
Trico is currently a small- to mid-sized competitor, significantly smaller
than operators such as Tidewater, SEACOR Holdings and Bourbon S.A. and similar
in size to competitors such as Hornbeck Offshore and Gulfmark Offshore (see page
10 of March Presentation). The largest competitors operate vessels in most
regions of the world, but still do not operate in every major market. Tidewater
for example, does not operate vessels in the North Sea. In Newcastle Partners'
view, smaller- to mid-sized competitors in particular tend to focus in specific
geographies; that way they can create sufficient local scale to be more
competitive. For example, Hornbeck Offshore primarily operates in the Gulf of
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Mexico and Gulfmark Offshore focuses in the North Sea and Southeast Asia.
Historically, Trico had focused its operations in the Gulf of Mexico and the
North Sea and established significant local geographic scale in these markets.
Yet Trico now identifies six core markets as part of its growth investment
strategy (see page 9 of March Presentation). Newcastle Partners believes that
the Board and management are applying an approach to growth that will spread the
Company's operations too thinly around the globe. For example, in the March
Presentation, Trico proposes a range of twelve to twenty-two vessels in its
newbuild program, representing one to four new vessels in each of its six core
markets. In Newcastle Partner's view, this unfocused approach threatens to
position Trico as a small or marginal local player in many of these key local
markets, a highly problematic competitive position.
THE RIGHT COURSE IS FOR THE COMPANY TO RETURN ITS SUBSTANTIAL CASH RESERVE TO
ITS STOCKHOLDERS AND EXPLORE STRATEGIC ALTERNATIVES
THE COMPANY SHOULD RETURN EXCESS CASH FLOW
As discussed in the March Presentation, Trico is now in a position where
any major investment in the business through new vessel construction or fleet
acquisition is simply not feasible in the foreseeable near-term. In the
meantime, management is hoarding cash on the balance sheet, and the Company is
producing strong free cash flow. Without meaningful investment opportunities,
these cash balances should only grow over the next couple years. We do not
believe it is appropriate for the Company to hoard this cash with the hope that
conditions for investment will improve, particularly under the oversight of a
Board and management team that appears eager to invest at a very risky time. In
our view, stockholders would be far better served to have this cash balance and
cash flow paid out through dividends or significant share repurchases, which we
believe would provide stockholders with a clear and tangible return on their
investment. Newcastle believes that this certainty compares particularly
favorably relative to the risky and uncertain approach presented by management
in the March Presentation.
THE COMPANY SHOULD ALSO EXPLORE STRATEGIC ALTERNATIVES, PARTICULARLY IN AN
ENVIRONMENT WHERE THERE MAY BE SUBSTANTIAL INTEREST IN TRICO'S ASSETS
Newcastle Partners also believes that a sensible and prudent course of
action for Trico - and an additional source of returns for stockholders relative
to management's approach - is for Trico to consider the sale of parts or all of
its business. Newcastle Partners believes that Trico management has not fully
explored the strategic alternatives available for the business. Yet Trico has
valuable assets that could draw significant interest from financial or strategic
buyers. For example, Trico's vessels in the Gulf of Mexico have a leading share
in the shallow water segment of the market. These vessels also produce
significant amounts of cash flow in the current environment and will continue to
do so at least in the near-term future. While the Gulf assets are old, Trico has
invested a significant amount to refurbish these vessels and can continue to
make reasonable investments in its existing fleet to keep it operational. In
addition, in the North Sea, Trico has a leading presence and a younger fleet.
This segment also produces significant cash flow and could be a strategic fleet
to a number of potential buyers. In fact, Kistefos AS, a major stockholder of
Trico, suggested in the Company's March 1, 2007 earnings call that offers have
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recently been made for Trico's North Sea fleet. While Trico's Africa and
Southeast Asia fleets are smaller, Trico's assets in these areas can also be
valuable to an acquirer. Newcastle Partners believes that an acquirer would view
Trico's relationship with China Oilfield Services Limited through its investment
in Eastern Marine Services Limited as an attractive asset. It is our opinion
that Trico management should seriously explore a sale of all or part of the
business or any other strategic alternatives that would maximize stockholder
value. If elected, Newcastle Partners' Nominees will lobby the Board to retain
an investment bank to assist in this effort.
STRATEGIC ALTERNATIVES MAKE PARTICULAR SENSE IN LIGHT OF THE INHERENT CHALLENGES
FACING THE COMPANY
Exploring strategic alternatives also makes particular sense for the
Company since it has significant structural disadvantages relative to a number
of its competitors, as highlighted above. Trico's fleet is among the oldest in
its industry, with limited near-term prospects to upgrade it. Trico's fleet is
also small and spread thinly relative to its major competitors. In Newcastle
Partners' analysis, a number of Trico's competitors have lower cost structures
and cheaper access to capital. While Newcastle Partners certainly desires to be
a long-term holder of the Company's shares if a prudent, stockholder-friendly
strategy is adopted, Newcastle Partners cannot help but question whether Trico
more appropriately belongs as part of a larger company where its assets can be
effectively employed as part of an operation with significant scale and a
meaningful portion of its existing costs - including public company costs - can
be eliminated.
TAX ISSUES CAN BE OVERCOME
Trico management has indicated that tax issues may preclude selling
specific assets. However, Newcastle Partners believes that these tax issues can
be overcome and that there are ways to sell the assets on a tax efficient basis.
For example, Newcastle Partners believes that selling the Gulf of Mexico assets
first can resolve many of the tax issues raised by the Company. We believe that
this sale would not produce significant tax issues and would provide the Company
with flexibility to sell remaining assets in a more tax efficient manner.
Alternatively, if an acquirer was interested in buying the whole Trico business,
many tax issues could be avoided.
WE BELIEVE THE COMPANY'S ADOPTION OF THE "POISON PILL" RIGHTS PLAN
IN THE FACE OF OUR ELECTION CONTEST UNDERSCORES THE NEED FOR
TRULY INDEPENDENT DIRECTORS COMMITTED TO MAXIMIZING STOCKHOLDER VALUE
Shortly after Newcastle Partners announced its intent to run a competing
slate of directors at the 2007 Annual Meeting, the Company adopted a "poison
pill" rights plan. The Company contends the "poison pill" was adopted in order
to "ensure that all of the Company's stockholders receive fair value for their
investment in the event a stockholder or group of stockholders attempt to
acquire a substantial interest in the Company's common stock or attempt an
unsolicited takeover of the Company." In Newcastle Partners' view, however, the
adoption of the "poison pill" was intended to entrench existing management and
the Board and give them additional flexibility to pursue the Company's flawed
and uncertain strategy. Newcastle Partners believes that the Company's "poison
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pill" will serve to inhibit - or at a minimum delay - a key alternative that
Newcastle Partners strongly believes would be in the best interest of the
Company and its stockholders - namely, a sale of all or a portion of the
Company. We believe the stockholders are entitled to decide for themselves on
what is a fair price for their holdings. However, as a consequence of the
"poison pill", potential bidders for the Company's stock are forced to negotiate
with management, and are effectively precluded from taking their offer directly
to the stockholders. Newcastle Partners believes the "poison pill" needs to be
soundly rejected by stockholders when it comes up for ratification at the
Company's 2008 Annual Meeting. If elected, Newcastle Partners' Nominees will
lobby the Board to withdraw its support for the "poison pill" and/or seek to
redeem it at the earliest possible time.
NEWCASTLE PARTNERS' NOMINEES - WHO HAVE NO AFFILIATION WITH THE TRICO BOARD
OR MANAGEMENT - ARE FOCUSED ON MAXIMIZING VALUE FOR STOCKHOLDERS THROUGH A
COMPREHENSIVE REVIEW OF ALTERNATIVES
Newcastle Partners believes that the value of the Company will not be
maximized by management or the Board under the proposed strategy in the March
Presentation. To the contrary, Newcastle Partners believes that management and
the Board may be imperiling the value of the Company in a panicked effort to
"catch up" with larger competitors. We believe this effort entails substantial
risks and uncertainty. Newcastle Partners is realistic in recognizing the
strengths and weaknesses of the Company's current position, and is committed to
giving the Company's stockholders an opportunity to receive the maximum present
value for their Shares through prudent actions. In addition to recommending that
substantial cash be returned to stockholders and strategic alternatives be
pursued among other measures, Newcastle Partners' Nominees will also recommend
that the Board conduct a comprehensive review of all available options to
increase stockholder value.
Importantly, Newcastle Partners' Nominees have no affiliation with Trico's
Board or the management team responsible for the existing strategy. We believe
this lack of affiliation will allow Newcastle Partners' Nominees to assess the
strategic and capital structure options available to Trico without a bias
towards keeping the Company independent or preserving the current roles of
management and the Board. Further, Newcastle Partners is in a position to gain
only if the long-term value of Trico stock is maximized. Therefore, Newcastle
Partners' perspective is directly aligned with other long-term stockholders of
the Company.
If elected, Newcastle Partners' Nominees will not have the power by
themselves to cause the Board to act in any particular way. However, subject to
their fiduciary duties to the Company and stockholders under applicable law,
Newcastle Partners' Nominees will attempt to influence their fellow directors to
act in a manner that we believe is in the best interests of all stockholders.
There can be no assurance that the actions our Nominees intend to take as
described herein will be implemented if they are elected or that the election of
our Nominees will improve the Company's business or otherwise enhance
stockholder value. There can be no assurance that the present value of the
Shares will be maximized as a result of this solicitation or the election of the
Nominees.
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THE NOMINEES
THE FOLLOWING INFORMATION SETS FORTH THE NAME, BUSINESS ADDRESS, PRESENT
PRINCIPAL OCCUPATION, AND EMPLOYMENT AND MATERIAL OCCUPATIONS, POSITIONS,
OFFICES, OR EMPLOYMENTS FOR THE PAST FIVE YEARS OF THE NOMINEES. THIS
INFORMATION HAS BEEN FURNISHED TO NEWCASTLE PARTNERS BY THE NOMINEES. WHERE NO
DATE IS GIVEN FOR THE COMMENCEMENT OF THE INDICATED OFFICE OR POSITION, SUCH
OFFICE OR POSITION WAS ASSUMED PRIOR TO JANUARY 1, 2002. EACH PERSON LISTED
BELOW IS A CITIZEN OF THE UNITED STATES OF AMERICA.
STEVEN J. PULLY (AGE 47) has served as the President of Newcastle Capital
Management, L.P., the general partner of Newcastle Partners, a private
investment partnership, since 2003 and has been with Newcastle Partners since
2001. Mr. Pully has served as Chief Executive Officer and a director of New
Century Equity Holdings Corp., a company pursuing strategic acquisitions, since
2004. From 2003 to 2004, he also served as Chief Executive Officer of
privately-held Pinnacle Frames and Accents, Inc., a domestic picture frame
manufacturer. Prior to joining Newcastle Capital Management, from 2000 to 2001,
Mr. Pully served as a managing director in the mergers and acquisitions
department and natural resources investment banking group of Banc of America
Securities, Inc. and from 1997 to 2000 he was a member of the natural resources
investment banking group of Bear Stearns where he became a senior managing
director in 1999. Mr. Pully is a director of Pizza Inn, Inc., a franchisor and
operator of pizza restaurants, Pinnacle Frames and Accents, Inc. and Fox & Hound
Restaurant Group, a privately held national chain of entertainment restaurants.
Mr. Pully is a CPA, a CFA and a member of the Texas Bar. The principal business
address and daytime phone number of Mr. Pully is 200 Crescent Court, Suite 1400,
Dallas, Texas 75201, (214) 661-7474. As of the date hereof, Mr. Pully did not
beneficially own any securities of the Company and disclaims beneficial
ownership of any Shares held by Newcastle Partners. Mr. Pully has not purchased
or sold any securities of the Company during the past two years.
SHONEY KATZ (AGE 32) has served as a Vice President of Newcastle Capital
Management, L.P., the general partner of Newcastle Partners, since May 2006.
Prior to joining Newcastle Management, from 2003 to 2006, he served as a Vice
President and analyst for The Carlyle Group's turnaround private equity fund and
its successor, Ewing Capital Management. From 1999 to 2001, Mr. Katz worked as
an associate at AEA Investors, a private equity firm. He previously served as a
management consultant with Bain & Company from 1996 to 1999. Mr. Katz received a
BA and BS from Rice University and an MBA from Harvard Business School. The
principal business address and daytime phone number of Mr. Katz is 200 Crescent
Court, Suite 1400, Dallas, Texas 75201, (214) 661-7474. As of the date hereof,
Mr. Katz beneficially owns 100 Shares of the Company. Mr. Katz disclaims
beneficial ownership of any Shares held by Newcastle Partners. For information
regarding purchases and sales during the past two years by Mr. Katz of
securities of the Company, see Schedule I.
EVAN STONE (AGE 35) is Vice President and General Counsel of Newcastle Capital
Management, L.P., the general partner of Newcastle Partners, which he joined in
May 2006. Prior to joining Newcastle Management, from 2003 to 2006 and from 1997
to 1999 he served as a mergers and acquisitions attorney at the law firm
Skadden, Arps, Slate, Meagher & Flom LLP in New York. In 2002, Mr. Stone served
as Vice President, Corporate Development at Borland Software Inc., a development
software company, and from 2000 to 2001, Mr. Stone was a member of the
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investment banking department of Merrill Lynch & Co. Mr. Stone received a BA
from Harvard College and a JD and MBA from the University of Texas at Austin.
The principal business address and daytime phone number of Mr. Stone is 200
Crescent Court, Suite 1400, Dallas, Texas 75201, (214) 661-7474. As of the date
hereof, Mr. Stone did not beneficially own any securities of the Company and
disclaims beneficial ownership of any Shares held by Newcastle Partners. Mr.
Stone has not purchased or sold any securities of the Company during the past
two years.
The Nominees will not receive any compensation from Newcastle Partners for
their services as directors of the Company except that the Nominees receive
compensation for services that they perform as employees of Newcastle
Management. Other than as stated herein, there are no arrangements or
understandings between Newcastle Partners and any of the Nominees or any other
person or persons pursuant to which the nomination described herein is to be
made, other than the consent by each of the Nominees to be named in this Proxy
Statement and to serve as a director of the Company if elected as such at the
2007 Annual Meeting.
According to the Company's public filings, if elected as a director, each
Nominee, as a non-employee director, will receive for the Company's 2007 fiscal
year an annual cash retainer of $65,000, will have the opportunity to enroll in
the Company's health insurance program at the same cost as for employees of the
Company and will receive reimbursement for reasonable out-of-pocket expenses
incurred in attending Board and committee meetings.
Newcastle Partners does not expect that the Nominees will be unable to
stand for election, but, in the event that such persons are unable to serve or
for good cause will not serve, the Shares represented by the enclosed BLUE proxy
card will be voted for substitute nominees, to the extent this is not prohibited
under the Company's Bylaws or applicable law. In addition, Newcastle Partners
reserves the right to nominate substitute persons if the Company makes or
announces any changes to its Bylaws or takes or announces any other action that
has, or if consummated would have, the effect of disqualifying the Nominees, to
the extent this is not prohibited under the Company's Bylaws or applicable law.
In any such case, Shares represented by the enclosed BLUE proxy card will be
voted for such substitute nominees. Notwithstanding Newcastle Partners' ability
to vote proxies for substitute nominees, the enclosed BLUE proxy card can only
be voted for up to three directors being elected at the 2007 Annual Meeting.
Newcastle Partners reserves the right to nominate additional persons if the
Company increases the size of the Board above its existing size. Additional
nominations made pursuant to the preceding sentence are without prejudice to the
position of Newcastle Partners that any attempt to increase the size of the
current Board or to otherwise reconstitute or reconfigure the classes on which
the current directors serve, constitutes an unlawful manipulation of the
Company's corporate machinery.
YOU ARE URGED TO VOTE FOR THE ELECTION OF THE NOMINEES ON THE ENCLOSED BLUE
PROXY CARD.
10
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
Newcastle Partners has no objection to the ratification of the appointment
of PricewaterhouseCoopers, LLP as independent public accountants for the Company
for fiscal 2007. Please see the Company's proxy statement for a description of
this proposal.
VOTING AND PROXY PROCEDURES
Only stockholders of record on the Record Date will be entitled to notice
of and to vote at the 2007 Annual Meeting. Each Share is entitled to one vote.
Stockholders who sell Shares before the Record Date (or acquire them without
voting rights after the Record Date) may not vote such Shares. Stockholders of
record on the Record Date will retain their voting rights in connection with the
2007 Annual Meeting even if they sell such Shares after the Record Date. Based
on publicly available information, Newcastle Partners believes that the only
outstanding class of securities of the Company entitled to vote at the 2007
Annual Meeting is the Shares.
Shares represented by properly executed BLUE proxy cards will be voted at
the 2007 Annual Meeting as marked and, in the absence of specific instructions,
will be voted FOR the election of the Nominees to Trico's Board, FOR the
proposal to ratify the appointment of PricewaterhouseCoopers LLP as independent
public accountants of the Company for fiscal 2007, and in the discretion of the
persons named as proxies on all other matters as may properly come before the
2007 Annual Meeting.
We are asking you to elect our Nominees in opposition to the incumbent
nominees whose terms expire at the 2007 Annual Meeting. The enclosed BLUE proxy
card may only be voted for our Nominees and does not confer voting power with
respect to the remaining directorships. Accordingly, you will not have the
opportunity to vote for any of the Company's nominees on the BLUE proxy card.
You can only vote for the Company's nominees by signing and returning a proxy
card provided by the Company. Stockholders should refer to the Company's proxy
statement for the names, backgrounds, qualifications and other information
concerning the Company's nominees. The participants in this solicitation intend
to vote all of their Shares held as of the Record Date in favor of the Nominees
and will not vote their Shares in favor of any of the Company's nominees.
QUORUM
In order to conduct any business at the 2007 Annual Meeting, a quorum must
be present in person or represented by valid proxies. A quorum consists of a
majority of the Shares issued and outstanding entitled to vote on the Record
Date. All Shares that are voted "FOR", "AGAINST" or "ABSTAIN" (or "WITHHOLD" in
the case of election of directors) on any matter will count for purposes of
establishing a quorum and will be treated as Shares entitled to vote at the 2007
Annual Meeting.
11
DISCRETIONARY VOTING
Shares held in "street name" and held of record by banks, brokers or
nominees may not be voted by such banks, brokers or nominees unless the
beneficial owners of such Shares provide them with instructions on how to vote.
VOTES REQUIRED FOR APPROVAL
ELECTION OF DIRECTORS. The election of directors requires the affirmative
vote of a majority of the Shares present in person or represented by proxy and
entitled to vote at the 2007 Annual Meeting. Votes withheld from a nominee's
election, as well as abstentions with respect to a nominee's election, will
effectively count as a vote "against" such nominee's election.
RATIFICATION OF APPOINTMENT OF AUDITORS. The affirmative vote of a
majority of the Shares present in person or represented by proxy and entitled to
vote at the 2007 Annual Meeting is required to approve the proposal to ratify
the appointment of Pricewaterhouse Coopers LLP as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2007.
Abstentions will effectively count as a vote "against" this proposal.
REVOCATION OF PROXIES
Stockholders of the Company may revoke their proxies at any time prior to
exercise by attending the 2007 Annual Meeting and voting in person (although
attendance at the 2007 Annual Meeting will not in and of itself constitute
revocation of a proxy) or by delivering a written notice of revocation. The
delivery of a subsequently dated proxy which is properly completed will
constitute a revocation of any earlier proxy. The revocation may be delivered
either to Newcastle Partners in care of _______________ at the address set forth
on the back cover of this Proxy Statement or to Trico Marine Services, Inc. at
3200 Southwest Freeway - Suite 2950, Houston, Texas 77027 or any other address
provided by the Company. Although a revocation is effective if delivered to the
Company, Newcastle Partners requests that either the original or photostatic
copies of all revocations be mailed to Newcastle Partners in care of
_______________ at the address set forth on the back cover of this Proxy
Statement so that Newcastle Partners will be aware of all revocations and can
more accurately determine if and when proxies have been received from the
holders of record on the Record Date of a majority of the outstanding Shares.
Additionally, _______________ may use this information to contact stockholders
who have revoked their proxies in order to solicit later dated proxies for the
election of the Nominees.
IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE TRICO BOARD, PLEASE
SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement is being made
by Newcastle Partners. Proxies may be solicited by mail, facsimile, telephone,
telegraph, internet, in person and by advertisements.
12
Newcastle Partners has entered into an agreement with _______________ for
solicitation and advisory services in connection with this solicitation, for
which _______________ will receive a fee not to exceed $_____, together with
reimbursement for its reasonable out-of-pocket expenses, and will be indemnified
against certain liabilities and expenses, including certain liabilities under
the federal securities laws. _______________ will solicit proxies from
individuals, brokers, banks, bank nominees and other institutional holders.
Newcastle Partners has requested banks, brokerage houses and other custodians,
nominees and fiduciaries to forward all solicitation materials to the beneficial
owners of the Shares they hold of record. Newcastle Partners will reimburse
these record holders for their reasonable out-of-pocket expenses in so doing. It
is anticipated that __________ will employ approximately __ persons to solicit
Trico's stockholders for the 2007 Annual Meeting.
The entire expense of soliciting proxies is being borne by Newcastle
Partners. Costs of this solicitation of proxies are currently estimated to be
approximately $__________. Newcastle Partners estimates that through the date
hereof, their expenses in connection with this solicitation are approximately
$__________. Newcastle Partners intends to seek reimbursement from the Company
of all expenses it incurs in connection with this solicitation. Newcastle
Partners does not intend to submit the question of such reimbursement to a vote
of security holders of the Company.
ADDITIONAL INFORMATION ABOUT PARTICIPANTS
Mark E. Schwarz is Chairman and Chief Executive Officer of Newcastle
Management, a Texas limited partnership, and the Managing Member of Newcastle
Capital, a Texas limited liability company. Newcastle Management is the general
partner of Newcastle Partners and Newcastle Capital is the general partner of
Newcastle Management. The principal business of Mr. Schwarz, Newcastle Partners,
Newcastle Management and Newcastle Capital is investing in the securities of
public companies. The principal business address of Mr. Schwarz, Newcastle
Partners, Newcastle Management and Newcastle Capital is 200 Crescent Court,
Suite 1400, Dallas, Texas 75201. On the Record Date and on the date hereof,
Newcastle Partners beneficially owned 36,100 Shares and 10,100 Shares,
respectively. Mr. Schwarz, Newcastle Management and Newcastle Capital may be
deemed to beneficially own the Shares owned by Newcastle Partners. Mr. Schwarz,
Newcastle Management and Newcastle Capital do not beneficially own any Shares on
the date hereof, except by virtue of their affiliation with Newcastle Partners.
For information regarding purchases and sales of securities of the Company
during the past two years by Newcastle Partners, see Schedule I.
Except as set forth in this Proxy Statement (including the Schedules
hereto), (i) during the past 10 years, no participant in this solicitation has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) no participant in this solicitation directly or indirectly
beneficially owns any securities of Trico; (iii) no participant in this
solicitation owns any securities of Trico which are owned of record but not
beneficially; (iv) no participant in this solicitation has purchased or sold any
securities of Trico during the past two years; (v) no part of the purchase price
or market value of the securities of Trico owned by any participant in this
solicitation is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no participant in this
solicitation is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any securities of
13
Trico, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii) no
associate of any participant in this solicitation owns beneficially, directly or
indirectly, any securities of Trico; (viii) no participant in this solicitation
owns beneficially, directly or indirectly, any securities of any parent or
subsidiary of Trico; (ix) no participant in this solicitation or any of his/its
associates was a party to any transaction, or series of similar transactions,
since the beginning of Trico's last fiscal year, or is a party to any currently
proposed transaction, or series of similar transactions, to which Trico or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeds $120,000; (x) no participant in this solicitation or any of his/its
associates has any arrangement or understanding with any person with respect to
any future employment by Trico or its affiliates, or with respect to any future
transactions to which Trico or any of its affiliates will or may be a party; and
(xi) no person, including the participants in this solicitation, who is a party
to an arrangement or understanding pursuant to which the Nominees are proposed
to be elected has a substantial interest, direct or indirect, by security
holdings or otherwise in any matter to be acted on at the 2007 Annual Meeting.
There are no material proceedings to which any Nominee or any of his associates
is a party adverse to the Company or any of its subsidiaries or has a material
interest adverse to the Company or any of its subsidiaries. With respect to each
of the Nominees, none of the events enumerated in Item 401(f)(1)-(6) of
Regulation S-K of the Securities Exchange Act of 1934, as amended, occurred
during the past five years.
OTHER MATTERS AND ADDITIONAL INFORMATION
OTHER MATTERS
Newcastle Partners is unaware of any other matters to be considered at the
2007 Annual Meeting. However, should other matters, which Newcastle Partners is
not aware of a reasonable time before this solicitation, be brought before the
2007 Annual Meeting, the persons named as proxies on the enclosed BLUE proxy
card will vote on such matters in their discretion.
STOCKHOLDER NOMINATIONS AND PROPOSALS
If a stockholder of the Company wants to nominate candidates for election
as director at the 2008 annual meeting, he must submit written notice of his
director nomination(s) to the Company's Corporate Secretary at 3200 Southwest
Freeway, Houston Texas 77027. The notice must be delivered to or mailed and
received by the Company's Corporate Secretary by March 31, 2008, and must
otherwise comply with the notice procedures and other requirements of the SEC's
rules governing stockholder proposals.
If a stockholder wants the Company to include a proposal in the Company's
proxy statement and form of proxy for the 2008 annual meeting, he must submit
written notice of his proposal to the Company's Corporate Secretary. The
stockholder's notice must be delivered to or mailed and received by the
Company's Corporate Secretary no later than December 31, 2007 and must otherwise
comply with the notice procedures and other requirements set forth in the
Company's Bylaws. The Company will include in its proxy statement and form of
proxy only proposals meeting the requirements of applicable SEC rules.
14
If a stockholder wants to present a proposal at the 2008 annual meeting
but does not wish to have it included in the Company's proxy statement and form
of proxy, he must submit written notice to the Company's Corporate Secretary.
The stockholder's notice must be delivered to or mailed and received by the
Company's Corporate Secretary no later than March 31, 2008 and must otherwise
comply with the notice and other requirements set forth in the Company's Bylaws.
The information set forth above regarding the procedures for submitting
stockholder nominations and proposals for consideration at the Company's 2008
annual meeting is based on information contained in the Company's proxy
statement. The incorporation of this information in this Proxy Statement should
not be construed as an admission by us that such procedures are legal, valid or
binding.
INCORPORATION BY REFERENCE
NEWCASTLE PARTNERS HAS OMITTED FROM THIS PROXY STATEMENT CERTAIN
DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS ALREADY INCLUDED IN THE COMPANY'S
PROXY STATEMENT. THIS DISCLOSURE INCLUDES, AMONG OTHER THINGS, BIOGRAPHICAL
INFORMATION ON THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS, INFORMATION
CONCERNING EXECUTIVE COMPENSATION, AND INFORMATION ON AUDIT SERVICES AND FEES OF
PRICEWATERHOUSECOOPERS LLP. STOCKHOLDERS SHOULD REFER TO THE COMPANY'S PROXY
STATEMENT IN ORDER TO REVIEW THIS DISCLOSURE.
See Schedule II for information regarding persons who beneficially own
more than 5% of the Shares and the ownership of the Shares by the management of
the Company.
The information concerning the Company contained in this Proxy Statement
and the Schedules attached hereto has been taken from, or is based upon,
publicly available information.
NEWCASTLE PARTNERS, L.P.
May __, 2007
15
SCHEDULE I
TRANSACTIONS IN THE SECURITIES OF TRICO MARINE SERVICES, INC.
Shares of Common Price Date of
Stock Purchased / (Sold) Per Share ($) Purchase / Sale
------------------------ ------------- ---------------
NEWCASTLE PARTNERS, L.P.
1,000 37.62 3/23/07
35,000 40.49 4/12/07
(26,000) 38.90 4/30/07
SHONEY KATZ
100 36.67 3/14/07
16
SCHEDULE II
THE FOLLOWING IS REPRINTED FROM TRICO'S
PROXY STATEMENT FILED WITH THE SEC ON APRIL 30, 2007
SECURITIES OWNERSHIP
--------------------
SECURITIES OWNERSHIP OF MANAGEMENT
The following table is based on reports filed with the SEC and sets forth,
as of April 20, 2007, the beneficial ownership of common stock of our directors,
each of our executive officers named in the "Summary Compensation Table"
appearing on page 25 of this Proxy Statement, and all directors and executive
officers as a group, as determined in accordance with SEC rules.
Amount and
nature of
beneficial
Name of Beneficial Owner ownership(1) Percent of Class
- ------------------------------------ -------------------------- ----------------
Joseph S. Compofelice 60,420(2)(10) *
Trevor Turbidy 202,320(3)(6)(9)(11)(10) 1%
Richard A. Bachmann 9,702 *
Kenneth M. Burke 7,702 *
Edward C. Hutcheson, Jr. 5,382 *
Myles W. Scoggins 9,702 *
Per Staehr 4,702 *
Geoff Jones 33,533(3)(6)(9)(11) *
Larry Francois 14,600(7)(11) *
Robert V. O'Connor 13,800(8)(11) *
D. Michael Wallace 25,367(5)(6)(9)(11) *
Rishi A. Varma 18,168(4)(6)(9)(11) *
All directors and executive officers
as a group (12 persons) 405,398 3%
- ------------------
* Less than one percent.
(1) Unless otherwise indicated, the securities are held with sole voting and
investment power.
(2) Mr. Compofelice shares investment power over 1,000 shares of common stock
with a minors trust. Mr. Compofelice disclaims beneficial ownership with
respect to these 1,000 shares.
(3) Includes the following number of shares subject to restrictions that lapse
in annual 25% increments, which began on September 1, 2006: Mr. Turbidy,
30,000 and Mr. Jones, 11,250.
(4) Includes 3,334 shares subject to restrictions that lapse in annual 33%
increments, which began on May 2, 2006.
(5) Includes 5,000 shares subject to restrictions that lapse on September 1,
2007.
(6) Includes the following number of shares subject to restrictions that lapse
100% on March 13, 2009: Mr. Turbidy, 18,000; Mr. Jones, 7,000; Mr. Varma,
6,100; and Mr. Wallace, 3,500.
(7) Includes 9,000 shares subject to restrictions that lapse 100% on June 29,
2009.
17
(8) Includes 10,000 shares subject to restrictions that lapse 100% on July 5,
2009.
(9) Includes the following number of shares subject to options that are
exercisable: Mr. Turbidy, 85,500; Mr. Jones, 7,333; Mr. Varma, 2,033 and
Mr. Wallace, 5,167.
(10) Includes the following number of shares subject to warrants that are
exercisable: Mr. Turbidy, 1,620; and Mr. Compofelice, 134.
(11) Includes the following number of shares subject to restrictions that lapse
100% on March 21, 2010: Mr. Turbidy, 9,200; Mr. Jones, 6,700; Mr. Varma,
6,700; Mr. Wallace, 6,700; Mr. O'Connor, 3,800; and Mr. Francois, 5,600.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table is based solely on reports filed with the SEC and
indicates the beneficial ownership, as of April 20, 2007, of our common stock by
each person known by us to beneficially own more than 5% of our outstanding
common stock as determined in accordance with SEC rules.
Amount and
nature of
beneficial
Name and Address of Beneficial Owner ownership Percent of Class
- ----------------------------------------- ---------------- ----------------
Kistefos AS 3,000,000(1) 20.2%
Christen Sveaas (1) *
Dimensional Fund Advisors LP 1,197,111(2) 8.1%
Steven A. Cohen 884,064(3) 5.9%
S.A.C. Capital Advisors, LLC (3) *
S.A.C. Capital Management, LLC (3) *
Sigma Capital Management, LLC (3) *
American International Group, Inc. 775,696(4) 5.2%
AIG Global Asset Management Holding Corp. (4) *
AIG Global Investment Corp. (4) *
Barclay's Global Investors, NA 803,978(5) 5.4%
Barclay's Global Fund Advisors 191,023(5) 1.3%
Barclay's Global Investors, Ltd. (5) *
Barclay's Global Investors Japan Trust
and Banking Company Limited (5) *
Barclay's Global Investors Japan Limited (5) *
- ----------------
(1) As of March 5, 2007, based on an amendment to a Schedule 13D filed jointly
by Kistefos AS and Christian Sveaas. As the sole direct and indirect owner
of Kistefos AS, Mr. Sveaas is the beneficial owner of 3,000,000 shares of
our common stock. Christen Sveaas has shared voting and dispositive power
with Kistefos AS with respect to the shares it owns due to his ownership
control of Kistefos AS. The address of the principal business office of
each of Kistefos AS and Mr. Sveaas is Stranden 1, N-0250 Oslo, Norway.
(2) As of December 31, 2006, based on a Schedule 13G filed by Dimensional Fund
Advisors LP ("Dimensional"). Dimensional furnishes investment advice to
four investment companies (the "Funds") registered under the Investment
18
Company Act of 1940, and serves as investment manager to certain other
commingled group trusts and separate accounts. In its role as investment
advisor or manager, Dimensional possesses investment and/or voting power
over the securities described in this schedule that are owned by the
Funds. The address of the principal business office of Dimensional is 1299
Ocean Avenue, Santa Monica, CA 90401.
(3) As of March 8, 2007, based on a Schedule 13G filed jointly by S.A.C.
Capital Advisors, LLC, S.A.C. Capital Management, LLC, Sigma Capital
Management, LLC ("Sigma") and Mr. Cohen. According to such Schedule 13G,
Mr. Cohen has shared power to vote and to dispose or direct the vote and
disposition of 884,064 shares, including 69,064 shares issuable upon
conversion of $3 million aggregate principal amount of the Company's 3%
Senior Convertible Debentures due 2027 held by SAC Arbitrage Fund, LLC
(the "Debentures"). Of such shares, S.A.C. Capital Advisors, LLC and
S.A.C. Capital Management, LLC each reported shared power to vote and to
dispose or direct the vote and disposition of 319,064 shares (including
the 69,064 shares issuable upon conversion of the Debentures), and Sigma
reported shared power to vote and to dispose or direct the vote and
disposition of 565,000 shares. The address of the principal business
office of each of Steven A. Cohen, S.A.C. Capital Advisors, LLC and S.A.C.
Capital Management, LLC is 72 Cummings Point Road, Stamford, CT 06902. The
address of the principal business office of Sigma is 540 Madison Avenue,
New York, New York 10022.
(4) As of December 31, 2006, based on an amendment to a Schedule 13G filed
jointly by American International Group, Inc. ("AIG"), AIG Global Asset
Management Holding Corp. ("AIGGAM") and AIG Global Investment Corp.
("AIGGIC"). AIG is the parent holding company of AIGGAM. AIGGAM is the
parent holding company of AIGGIC, an investment advisor. AIG, AIGGAM and
AIGGIC share voting and dispositive power with respect to the 775,696
shares. The address of the principal business office of each of AIG,
AIGGAM and AIGGIC is 70 Pine Street, New York, New York 10270.
(5) As of December 31, 2006, based on a Schedule 13G filed jointly by
Barclay's Global Investors, NA ("Barclay's NA"), Barclay's Global Fund
Advisors ("Barclay's Advisors"), Barclay's Global Investors, Ltd.
("Barclay's Ltd."), Barclay's Global Investors Japan Trust and Banking
Company Limited ("Barclay's Japan Trust") and Barclay's Global Investors
Japan Limited ("Barclay's Japan Limited"). According to the Schedule 13G,
the group making the joint filing has the sole power to vote or direct the
vote of 905,668 shares and the sole power to dispose or direct the
disposition of 995,001 shares. Of such shares, Barclay's NA has sole power
to vote or direct the vote of 714,665 shares and the sole power to dispose
or direct the disposition of 803,978 shares. Of such shares, Barclay's
Advisors reported sole power to vote and to dispose or direct the vote and
disposition of 191,023 shares and Barclay's Ltd., Barclay's Japan Trust
and Barclay's Japan Limited reported no power to vote or dispose or direct
the vote and disposition of any such shares. The address of the principal
business office of each of Barclay's NA, Barclay's Advisors, Barclay's
Ltd., Barclay's Japan Trust and Barclay's Japan Limited is 45 Fremont
Street, San Francisco, CA 94105.
19
YOUR VOTE IS IMPORTANT
Tell your Board what you think! No matter how many Shares you own, please
give Newcastle Partners your proxy FOR the election of its Nominees by taking
three steps:
o SIGN the enclosed BLUE Proxy Card;
o DATE the enclosed BLUE Proxy Card; and
o MAIL the enclosed BLUE Proxy Card today in the envelope provided (no
postage is required if mailed in the United States).
IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK
NOMINEE OF OTHER INSTITUTION, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT
OF YOUR SPECIFIC INSTRUCTIONS. Depending upon your broker or custodian, you may
be able to vote either by toll-free telephone or by the Internet. Please refer
to the enclosed voting form for instructions on how to vote electronically. You
may also vote by signing, dating and returning the enclosed BLUE voting form.
PLEASE CALL ________ IF YOU NEED ASSISTANCE IN VOTING YOUR BLUE PROXY CARD.
[Contact Information of Proxy Solicitor]
20
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED MAY 1, 2007
BLUE PROXY
TRICO MARINE SERVICES, INC.
2007 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF NEWCASTLE PARTNERS, L.P.
THE BOARD OF DIRECTORS OF TRICO MARINE SERVICES, INC.
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned appoints Steven J. Pully and Evan Stone, and each of them,
attorneys and agents with full power of substitution to vote all shares of
common stock of Trico Marine Services, Inc. (the "Company") which the
undersigned would be entitled to vote if personally present at the 2007 Annual
Meeting of Stockholders of the Company scheduled to be held on Tuesday, June 12,
2007 at Vinson & Elkins L.L.P., First City Tower, 1001 Fannin Street, Conference
Center 26C, Houston, Texas, at 9:00 am, local time, and including at any
adjournments or postponements thereof and at any meeting called in lieu thereof
(the "Annual Meeting").
The undersigned hereby revokes any other proxy or proxies heretofore given
to vote or act with respect to the shares of common stock of the Company held by
the undersigned, and hereby ratifies and confirms all action the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as directed on the
reverse and in the discretion of the herein named attorneys and proxies or their
substitutes with respect to any other matters as may properly come before the
Annual Meeting that are unknown to Newcastle Partners, L.P. ("Newcastle
Partners") a reasonable time before this solicitation.
IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS
PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2.
This Proxy will be valid until the sooner of one year from the date
indicated on the reverse side and the completion of the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
21
[X] PLEASE MARK VOTE AS IN THIS EXAMPLE
NEWCASTLE PARTNERS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED IN PROPOSAL
NO. 1 AND "FOR" PROPOSAL NO. 2
1. APPROVAL OF NEWCASTLE PARTNERS' PROPOSAL TO ELECT DIRECTORS:
WITHHOLD FOR ALL
AUTHORITY TO EXCEPT
FOR ALL VOTE FOR ALL NOMINEE(S)
NOMINEES NOMINEES WRITTEN BELOW
Nominees: Steven J. Pully [ ] [ ] [ ]
Shoney Katz _______________
Evan Stone
2. APPROVAL OF THE COMPANY'S PROPOSAL TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS, LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2007:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
DATED:
-----------------------------
- ------------------------------------
(Signature)
- ------------------------------------
(Signature, if held jointly)
- ------------------------------------
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING.
PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
22
