Kistefos AS announced today it has sent the following letter to
Trico Marine Services, Inc. (NASDAQ: TRMA) stockholders, notifying
them that the U.S. Maritime Administration (Marad) has clarified
its earlier communication on Jones Act issues related to Kistefos�
stockholder proposals. In a letter to both parties, Marad states
that its previous concerns about Jones Act issues have been
assuaged or eliminated, and that it considers all known Jones Act
issues �resolved.�
In its letter, Kistefos notes that Trico�s management and Board
have been using Jones Act issues as a �smokescreen� to distract
stockholders from the company�s severe underperformance. Marad�s
letter removes any conceivable objection to Kistefos� proposals on
Jones Act grounds.
Kistefos� letter urges Trico�s stockholders to support Kistefos�
Board nominees and other proposals at Trico�s upcoming Annual
Meeting of Stockholders on June 10, 2009.
The full text of the letter is below.
June 8, 2009
Dear Fellow Trico Marine Stockholder:
We are pleased to inform you that the United States Maritime
Administration (Marad) has clarified and resolved the concerns
raised in its letter to Trico Marine dated May 29, 2009. It is now
clear that the Jones Act defenses raised by Trico since the
beginning of this contest have no merit. A copy of Marad's
determination letter dated June 5, 2009 is attached hereto.
The significance of this letter is clear: Neither our
proposals nor the election of our two highly qualified nominees to
Trico's Board create any true risk of non-compliance with the Jones
Act.
Trico has spent enormous time and energy since January trying to
undermine our proposals and distract you with invalid Jones Act
concerns, instead of addressing the real issues at hand: the severe
underperformance of Trico under its watch. Management's poor record
and appalling performance simply cannot be successfully defended.
Don't be misled by Trico's Jones Act smokescreen. Please give us
your support on June 10 by voting the revised BLUE card. Thank you
very much.
Yours sincerely,
?ge Korsvold
The full text of the letter from Marad is below:
U.S. Department � � � � � � 1200 New Jersey Avenue, S.E. of
Transportation Washington, D.C. 20590 Maritime Administration (202)
366-5320 June 5, 2009 Constantine Papavizas, Esq. Winston &
Strawn LLP 1700 K Street, NW Washington, DC 20006-3817 � Stuart S.
Dye, Esq. Nancy Hengen, Esq. Holland & Knight LLP 2099
Pennsylvania Ave., N.W. Ste. 100 Washington, DC 20006-6801
Dear Ms. Hengen and Messrs. Dye Papavizas:
I write to further our May 29, 2009 letter to Mr. Papavizas,
copying Mr. Dye and Ms. Hengen. We wish to further clarify our
remarks concerning Kistefos AS�s (�Kistefos�) use of Independent
Proxies as well as the potential results of the adoption of certain
Kistefos proposals at Trico Marine Services, Inc.�s (�Trico�)
Annual Meeting.
In our May 29 letter, we noted our concern about what effect the
Independent U.S. Citizen Proxies� ability to vote discretionary
matters might have on Trico�s Jones Act eligibility. Specifically,
we stated that we had no assurance that the Proxies will not look
to Kistefos for direction on how to vote on other matters brought
up at the Annual Meeting, for which the Proxies do not have
instructions from the U.S. citizen shareholders. However, since our
May 29 letter, we have received an affidavit wherein Kistefos�
principals, �ge Korsvold and Christen Sveaas, affirmed to the
Maritime Administration that they will not provide any instructions
to the Independent Proxies with respect to their discretionary
authority, even if asked to do so.
Moreover, Kistefos�s ability to direct the Independent Proxy is
circumscribed by the Independent Proxies� agency relationship and
fiduciary duty to the shareholders who return the Kistefos proxy
card. Under Delaware law, in voting on any matters, the Independent
Proxies have a fiduciary duty to carry out the wishes of the
stockholders to the best of their ability.
In light of our review of Delaware case law and the affidavit of
Messrs. Korsvold and Sveaas, we find that concern regarding use of
Independent Proxies has been assuaged.
Our letter of May 29 identified a conceivable outcome of the
vote at the Annual Meeting, which would leave Trico with an
eight-director Board with a seven-director quorum. Should
Kistefos�s proposals to expand the quorum to seven and the board
membership to nine be adopted, but Mr. Staehr be removed and not
replaced, Kistefos�s two nominees could be in a position to
exercise negative control of the resulting eight-director board by
sitting out Board meetings. With respect to the failure to replace
Mr. Staehr, our concern is ameliorated because the Independent
Proxies are instructed to vote for Trico�s nominee to replace Mr.
Staehr. We understand that Trico has already identified a nominee
for this event. In light of these factors, we can confirm that the
concern we raised on this issue is eliminated if Mr. Staehr is not
removed, or if a Trico nominee is elected to replace him.
We believe that this letter resolves all known issues. If some
outcome actually arises which may undermine Trico�s Jones Act
eligibility, we expect parties to notify us to remedy the
situation.
Sincerely,
Murray A. Bloom
Citizenship Approval Officer
To elect the Kistefos nominees, we urge
all stockholders to sign and return the revised BLUE Proxy whether or not you have
already returned a white proxy sent to you by the company.
We urge all stockholders not to sign or
return any white proxy sent to you by the company. Instead, we
recommend that�you use the revised BLUE Proxy today.
If you have already returned the white
proxy, you can effectively revoke it by voting the revised
BLUE Proxy.
If you have already returned the original
BLUE proxy, you must vote again by returning the revised
BLUE Proxy.
Only your latest-dated proxy will be
counted.
If you have any questions or need
assistance in voting the revised BLUE Proxy, please contact our
proxy solicitor, Okapi Partners, at the toll-free number or email
address listed below.
Call Toll-Free: 1-877-869-0171
Or
Email: info@okapipartners.com
About Kistefos AS
Kistefos AS is a private investment firm focused on making
investments in medium-sized companies. Kistefos typically invests
in turnaround opportunities and businesses that experience industry
consolidation. Kistefos has holdings in dry cargo-shipping,
offshore services and financial services, as well as
technology-founded investments and real estate development.
Kistefos AS was founded in 1979 and is based in Oslo, Norway.
CERTAIN INFORMATION REGARDING THE PARTICIPANTS
KISTEFOS AS, CHRISTEN SVEAAS AND �GE KORSVOLD (COLLECTIVELY, THE
�PARTICIPANTS�) HAVE MADE A FILING WITH THE SECURITIES AND EXCHANGE
COMMISSION OF A DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING
REVISED PROXY CARD IN CONNECTION WITH THE SOLICITATION OF PROXIES
FOR THE 2009 ANNUAL MEETING OF THE STOCKHOLDERS OF TRICO MARINE
SERVICES, INC. (THE �COMPANY�). SECURITY HOLDERS ARE ADVISED TO
READ THE DEFINITIVE PROXY STATEMENT AND ANY ADDITIONAL PROXY
MATERIAL FILED BY THE PARTICIPANTS IN CONNECTION WITH THE 2009
ANNUAL MEETING, AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF
PROXIES FROM STOCKHOLDERS OF THE COMPANY FOR USE AT THE 2009 ANNUAL
MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION. A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY HAVE
BEEN MAILED TO THE COMPANY�S STOCKHOLDERS AND ARE AVAILABLE AT NO
CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION�S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN
SUCH PROXY SOLICITATION IS AND WILL BE CONTAINED IN SCHEDULES 13D
AND 14A FILED BY THE PARTICIPANTS AND IN AMENDMENTS THERETO.
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