Page 7: of Maritime Reporter Magazine (April 15, 1974)

Tidewater Marine To

Acquire Pelto Oil

In Merger Agreement

The managements of Tidewater

Marine Service, Inc. and Pelto Oil

Company have announced an agreement in principle for a mer- ger, following which Pelto will be- come a wholly owned subsidiary of Tidewater. The merger is sub- ject to the execution -of definitive merger agreements and approval of the board of directors and share- holders of both Tidewater and

Pelto. Under its terms, Tidewater will exchange approximately 2.8- million shares of its common stock for all outstanding Series A and

B common stock of Pelto on a share-for-share basis.

In making the announcement,

John P. Laborde, chairman and president of Tidewater, and J.B.

Storey, president of Pelto, stated that a condition to the merger is that Southdown, Inc., which now owns all of the 1,562,500 shares of

Series B common stock of Pelto, dispose of substantially all such shares through an exchange offer to its own shareholders. A spokes- man for Southdown stated that the terms of a previously announced exchange offer will be modified to provide -for the exchange of one share of Pelto Series B common stock for each two shares of South- down common stock up to 3,i25,000 shares of Southdown common stock, and to the extent such num- bers o'f Southdown common stock are not exchanged, one share of

Pelto stock for each share of South- down preferred stock. The ex- change offer will be made only by means of a prospectus, and will be commenced after a registration statement including such prospec- tus has been filed with, and ap- proved by, the Securities and Ex- change Commission. It is anticipat- ed that such exchange offer will be concluded by May 31, 1974.

At the consummation of the mer- ger, D. Doyle Mize and W.S. Chad- wick, chairman of the board and president of Southdown, respec- tively, will resign their positions as chairman of the board and vice president, respectively, of Pelto.

Mr. Laborde stated that the ac- quisition of Pelto represents an at- tractive opportunity for Tidewater to expand and diversify its position in the oil and gas business into the domestic area; at present, Tide- water's position consists of its in- terests in properties located off- shore northwest Java and southeast

Sumatra in Indonesia. Tidewater anticipates utilizing the experience of Pelto and its staff in the oil and gas exploration and develop- ment area in managing its Indo- nesian interests. Tidewater also anticipates that the merger will greatly broaden the distribution of its stock and approximately double the number of its shareholders.

Tidewater, through its subsidi- aries and affiliates, is principally engaged in supplying marine serv- ices and equipment to major inter-

I.C.C. W-463 17 Battery Place, New York, N.Y. 10004 • Tel. (212) 944-1048 '".JAMES HUSHES INC

Your requirements national oil companies, domestic oil companies, service and construc- tion companies, and other firms en- gaged in the exploration for, and development and production of, oil, gas and other minerals. It op- erates in offshore and inland wa- ters throughout most of the free world where these activities are carried on. For the 12 months ended December 31, 1973, Tide- water stated that it had unaudited revenues of $65,116,000 and earn- ings of $9,424,000 ($2.40 per share), compared with revenues of $59,- 232,000 and earnings of $7,417,000 ($1.90 per share) for the 12 months ended December 31, 1972. The common stock of Tidewater is traded on the New York Stock Ex- change.

Pelto participates with others in exploring for, developing, produc- ing, transporting and selling oil and gas. Generally, Pelto and oth- er companies share proportionate- ly in the expenses and revenues in oil and gas producing and ex- ploratory properties. Pelto has pre- viously announced that during the year ended December 31, 1973, it had revenues of $12,613,000 and net earnings of $7,742,000 ($2.75 per share), compared with revenues of $10,225,000 and $6,410,000 in net earnings ($2.28 per share) for the year ended December 31, 1972. The common stock o'f Pelto is traded in the over-the-counter market.

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April 15, 1974 9