Holt in fiscal 1994. The Company believes that such payments are comparable to
those that would have been made to other non-affiliated entities.
Mr. Holt also uses an aircraft of another affiliated company of his for
travel in connection with his duties at Energy Industries. Energy Industries
pays Mr. Holt's affiliate for this usage, the amount of which ranges from $5,000
to $10,000 per month. The Company believes that such payments are comparable to
those that would be made to other non-affiliated firms for comparable services.
Kristian Siem has been a director of the Company since 1993. Mr. Siem is
also the chairman and chief executive officer of Norex America. In May 1993, the
Company completed a refinancing of its senior debt. The Company raised a total
of $111.4 million from the issuance of debt and equity pursuant to the Second
Amended and Restated Master Restructuring Agreement dated as of April 16, 1993,
as amended (as so amended, the "Norex Agreement"), between the Company and Norex
Drilling, Ltd. ("Norex Drilling"), a wholly owned subsidiary of Norex America
(Norex America and Norex Drilling are collectively referred to herein as
Under the terms of the Norex Agreement, the Company issued $82.6 million in
principal amount of senior notes to Norex. The notes mature in three years and
bear interest at 13%. In addition, Norex purchased 15 million shares of Common
Stock for $11.25 million and 17.5 million shares of $1 Cumulative Exchangeable
Preference Stock ("$1 Preference Stock") for $17.5 million.
In August 1993, Norex exchanged all of the $1 Preference Stock for $17.5
million principal amount of 8.5% unsecured exchangeable notes, maturing in 1996.
Such notes are exchangeable into 673,077 shares of Tidewater, Inc. common stock
currently owned by the Company and set aside for this purpose. In December 1993,
the Company prepaid $68.5 million aggregate principal amount of the 13% senior
indebtedness to Norex, along with $1.7 million in accrued interest and a $3.5
million prepayment premium.
The Company also entered into an administrative services arrangement with
Norex America effective June 1, 1993, pursuant to which it provides office space
and certain administrative services to Norex America. Norex America reimburses
the Company on a quarterly basis for the full cost of providing such services as
and when incurred, plus an administrative fee of 2.5%. In fiscal 1993 the
Company billed Norex America $31,000 under such arrangement.
On July 1, 1993 Malcolm I. Glazer, Avram A. Glazer and Norex Drilling
entered into an agreement pursuant to which the Company agreed that the Board of
Directors would elect and did elect Malcolm I. Glazer, Avram A. Glazer and
Kristian Siem to serve as directors on the Company's Board of Directors. Malcolm
I. Glazer and Avram A. Glazer became Class I directors and Mr. Siem became a
Class II director. In accordance with this agreement, Malcolm I. Glazer and
Kristian Siem were elected to the Executive, Compensation, Audit and Nominating
Committees and Avram A. Glazer was elected as an alternate member of each such
committee who may replace Malcolm I. Glazer at any meeting of those committees.
Robert W. Jackson, the chief executive officer of Cimarron, a wholly-owned
subsidiary of the Company, received a total of $70,000 in fiscal 1993 from the
Company in exchange for the continuation of his personal guarantee for a seven-
month period on approximately $9.5 million of Cimarron indebtedness.