UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2005
(March 25, 2005)
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TORCH OFFSHORE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-32855 74-2982117
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
401 WHITNEY AVENUE, SUITE 400
GRETNA, LOUISIANA 70056-2596
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (504) 367-7030
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
ITEM 7.01 REGULATION FD DISCLOSURE.
As previously reported, on January 7, 2005, Torch Offshore, Inc. (the "Company")
and its wholly owned subsidiaries, Torch Offshore, L.L.C. and Torch Express,
L.L.C., filed voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code with the United States Bankruptcy Court for the Eastern
District of Louisiana (the "Bankruptcy Court") to facilitate a restructuring of
their debt. The cases were consolidated for the purpose of joint administration
and were assigned cased number 05-10137. The Company continues to operate its
business as debtors-in-possession under the jurisdiction of the Bankruptcy Court
and in accordance with applicable provisions of the U.S. Bankruptcy Code.
On March 25, 2005, the Company and its wholly owned subsidiaries filed their
monthly operating reports for the period February 1, 2005 through February 28,
2005 with the Bankruptcy Court (collectively, the "Monthly Operating Reports").
The Monthly Operating Reports are on an unconsolidated basis and therefore not
comparable to the Company's previous annual and quarterly reports. A copy of the
Monthly Operating Reports is furnished hereunder as Exhibits 99.1, 99.2 and 99.3
to this Form 8-K.
CAUTIONARY STATEMENTS REGARDING FINANCIAL AND OPERATING DATA
The Company cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Reports, as
they were not prepared for the purpose of providing the basis for an investment
decision relating to any of the securities of the Company. The Monthly Operating
Reports were not audited or reviewed by independent accountants, are as
prescribed by applicable bankruptcy laws, and are subject to future adjustment
and reconciliation. There can be no assurance that, from the perspective of an
investor or potential investor in the Company's securities, the Monthly
Operating Reports are complete.
The Monthly Operating Reports also contain information for periods which are
shorter or otherwise different from those required in the Company's reports
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and such information might not be indicative of the Company's financial
condition or operating results for the period that would be reflected in the
Company's financial statements or in its reports pursuant to the Exchange Act.
Results set forth in the Monthly Operating Reports should not be viewed as
indicative of future results.
LIMITATION ON INCORPORATION BY REFERENCE
In accordance with General Instruction B.2 of Form 8-K, the information in this
Form 8-K furnished pursuant to Item 7.01 shall not be deemed to be "filed" for
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated
by reference in any filing under the
Exchange Act or Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
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99.1 Torch Offshore, Inc. Monthly Operating Report for the period February 1,
2005 through February 28, 2005.
99.2 Torch Offshore, L.L.C. Monthly Operating Report for the period February
1, 2005 through February 28, 2005.
99.3 Torch Express, L.L.C. Monthly Operating Report for the period February
1, 2005 through February 28, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TORCH OFFSHORE, INC.
By: /s/ ROBERT E. FULTON
Date: March 31, 2005 ------------------------
Robert E. Fulton
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Torch Offshore, Inc. Monthly Operating Report for the period February 1,
2005 through February 28, 2005.
99.2 Torch Offshore, L.L.C. Monthly Operating Report for the period February
1, 2005 through February 28, 2005.
99.3 Torch Express, L.L.C. Monthly Operating Report for the period February
1, 2005 through February 28, 2005.