UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
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):
December 27, 2004 (December 21, 2004)
___________________
TORCH OFFSHORE, INC.
(Exact Name of Registrant as Specified in its Charter)
000-32855
(Commission File Number)
Delaware 74-2982117
(State or Other Jurisdiction (IRS Employer
of Incorporation) 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
___________________
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)
SECTION - OTHER EVENTS
Item 8.01 Other Events.
On December 21, 2004, Torch Offshore, Inc. (the "Company")
issued a press release announcing the appointment of David
Phelps of Bridge Associates LLC, a nationally known
turnaround and crisis management consulting firm, as Chief
Restructuring Advisor of the Company. A copy of that press
release is attached hereto as Exhibit 99.1.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
-------------- -----------
99.1 Torch Offshore, Inc. Press Release, dated
December 21, 2004
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: December 27, 2004 ------------------------
Robert E. Fulton
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Torch Offshore, Inc. Press Release, dated
December 21, 2004
Exhibit 99.1
NEWS RELEASE
For immediate release to:
Analysts, Financial Community, Media
Contact: Bob Fulton (1) 504-367-7030
Bradley Lowe (1) 504-367-7030
Torch Offshore Announces Appointment of
Chief Restructuring Advisor
New Orleans, Louisiana USA, December 21, 2004
Torch Offshore, Inc. (NASDAQ: TORC) (the "Company")
announced today that its Board of Directors has appointed
David Phelps of Bridge Associates LLC, a nationally known
turnaround and crisis management consulting firm, as Chief
Restructuring Advisor of the Company. The Company engaged a
Chief Restructuring Advisor as part of its previously
announced strategy to overcome its current liquidity
situation. As Chief Restructuring Advisor, Mr. Phelps' tasks
will include working with the Company's senior management to
monitor and improve the Company's liquidity; reviewing and
assisting in the negotiation of all material contracts;
reviewing the financial aspects of all operations and
working directly with the Company's other advisors to review
and negotiate any proposed financial transactions. Lyle G.
Stockstill, the Company's Chairman and Chief Executive
Officer, will continue to be responsible for the daily
operational activities of the Company.
Established in 1978, Torch Offshore, Inc. is involved in
offshore pipeline installation and subsea construction for
the oil and natural gas industry. Torch Offshore, Inc. is
expanding beyond its established shallow water niche market
in order to serve the industry's worldwide growing needs in
the deep waters.
Any statements made in this news release, other than those
of historical fact, about an action, event or development,
which the Company hopes, expects, believes or anticipates
may or will occur in the future, are forward-looking
statements under the Private Securities Litigation Act of
1995. The forward-looking statements in this news release
include statements about the roles of the Chief
Restructuring Advisor and the Chairman and Chief Executive
Officer. Such statements are subject to various assumptions,
risks and uncertainties, which are specifically described in
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2003 filed with the Securities and
Exchange Commission, as well as other factors that may not
be within the Company's control, including, specifically,
oil and natural gas commodity prices, weather conditions and
offshore construction activity levels. Although the Company
believes its expectations are based on reasonable
assumptions, it gives no assurance that the Company's
assumptions and projections will prove to be correct. Actual
results may differ materially from those projected.