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

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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

Maritime Reporter

First published in 1881 Maritime Reporter is the world's largest audited circulation publication serving the global maritime industry.