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Item
1(a).
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Name
of Issuer:
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Trico
Marine Services, Inc., a Delaware corporation (the “Issuer”)
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Item
1(b).
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Address
of Issuer's Principal Executive
Offices:
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3200
Southwest Freeway, Suite 2950
Houston,
Texas 77027
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Item
2(a).
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Name
of Person Filing
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence
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Ramius
Navigation Master Fund Ltd (“Navigation Master Fund”)
c/o Citco
Fund Services (Cayman Islands) Limited
Regatta
Office Park
Windward
1, 2nd Floor
PO Box
31106
Grand
Cayman KY1-1205
Cayman
Islands
Citizenship:
Cayman Islands
Ramius
Enterprise Master Fund Ltd (“Enterprise Master Fund”)
c/o Citco
Fund Services (Cayman Islands) Limited
Regatta
Office Park
Windward
1, 2nd Floor
PO Box
31106
Grand
Cayman KY1-1205
Cayman
Islands
Citizenship:
Cayman Islands
RCG PB,
Ltd (“RCG PB”)
c/o Citco
Fund Services (Cayman Islands) Limited
Regatta
Office Park
Windward
1, 2nd Floor
PO Box
31106
Grand
Cayman KY1-1205
Cayman
Islands
Citizenship:
Cayman Islands
Ramius
Advisors, LLC (“Ramius Advisors”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
Ramius
LLC (“Ramius”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
Cowen
Group, Inc. (“Cowen”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
RCG
Holdings LLC (“RCG Holdings”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
C4S &
Co., L.L.C. (“C4S”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
Peter A.
Cohen
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
Morgan B.
Stark
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
Thomas W.
Strauss
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
Jeffrey
M. Solomon
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
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Item
2(d).
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Title
of Class of Securities:
|
Common
Stock, $0.01 par value (the “Common Stock”)
896106200
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
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/x/ Not
applicable.
|
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(a)
|
/
/
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Broker
or dealer registered under Section 15 of the Exchange
Act.
|
|
|
(b)
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/
/
|
Bank
as defined in Section 3(a)(6) of the Exchange
Act.
|
|
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(c)
|
/
/
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
|
|
|
(d)
|
/
/
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Investment
company registered under Section 8 of the Investment Company
Act.
|
|
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(e)
|
/
/
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
|
|
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(f)
|
/
/
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
|
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(g)
|
/
/
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
|
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(h)
|
/
/
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
|
|
|
(i)
|
/
/
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act.
|
|
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(j)
|
/
/
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
|
(k)
|
/
/
|
Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify
the type of institution: ____
|
|
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(a)
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Amount
beneficially owned:
|
As of the
close of business on February 25, 2010, Navigation Master Fund beneficially
owned $8,676,000 aggregate principal amount of 8.125% Secured Convertible
Debentures due February 1, 2013 (the “2013 Notes”), convertible into 619,714
shares of Common Stock plus cash for any fractional shares (not counting any
accrued and unpaid interest on the 2013 Notes). Pursuant to the terms
of the 2013 Notes, Navigation Master Fund has the right to convert any of the
2013 Notes into Common Stock provided Navigation Master Fund would not
beneficially own more than 9.99% of the outstanding shares of Common Stock after
any such exercise.
As of the
close of business on February 25, 2010, Enterprise Master Fund beneficially
owned $7,099,000 aggregate principal amount of the 2013 Notes, convertible into
507,071 shares of Common Stock plus cash for any fractional shares (not counting
any accrued and unpaid interest on the 2013 Notes). Pursuant to the
terms of the 2013 Notes, Enterprise Master Fund has the right to convert any of
the 2013 Notes into Common Stock provided Enterprise Master Fund would not
beneficially own more than 9.99% of the outstanding shares of Common Stock after
any such exercise.
RCG PB,
as the sole shareholder of Navigation Master Fund, may be deemed the beneficial
owner of the $7,099,000 aggregate principal amount of the 2013 Notes,
convertible into 507,071 shares of Common Stock plus cash for any fractional
shares (not counting any accrued and unpaid interest on the 2013 Notes)
beneficially owned by Navigation Master Fund.
Ramius
Advisors, as the investment advisor of each of Navigation Master Fund and
Enterprise Master Fund, may be deemed the beneficial owner of the (i) $8,676,000
aggregate principal amount of the 2013 Notes, convertible into 619,714 shares of
Common Stock plus cash for any fractional shares (not counting any accrued and
unpaid interest on the 2013 Notes) beneficially owned by Navigation Master Fund
and (ii) $7,099,000 aggregate principal amount of the 2013 Notes, convertible
into 507,071 shares of Common Stock plus cash for any fractional shares (not
counting any accrued and unpaid interest on the 2013 Notes) beneficially owned
by Enterprise Master Fund.
Ramius,
as the sole member of Ramius Advisors, may be deemed the beneficial owner of the
(i) $8,676,000 aggregate principal amount of the 2013 Notes, convertible into
619,714 shares of Common Stock plus cash for any fractional shares (not counting
any accrued and unpaid interest on the 2013 Notes) beneficially owned by
Navigation Master Fund and (ii) $7,099,000 aggregate principal amount of the
2013 Notes, convertible into 507,071 shares of Common Stock plus cash for any
fractional shares (not counting any accrued and unpaid interest on the 2013
Notes) beneficially owned by Enterprise Master Fund.
Cowen, as
the sole member of Ramius, may be deemed the beneficial owner of the (i)
$8,676,000 aggregate principal amount of the 2013 Notes, convertible into
619,714 shares of Common Stock plus cash for any fractional shares (not counting
any accrued and unpaid interest on the 2013 Notes) beneficially owned by
Navigation Master Fund and (ii) $7,099,000 aggregate principal amount of the
2013 Notes, convertible into 507,071 shares of Common Stock plus cash for any
fractional shares (not counting any accrued and unpaid interest on the 2013
Notes) beneficially owned by Enterprise Master Fund.
RCG
Holdings, as a significant shareholder of Cowen, may be deemed the beneficial
owner of the (i) $8,676,000 aggregate principal amount of the 2013 Notes,
convertible into 619,714 shares of Common Stock plus cash for any fractional
shares (not counting any accrued and unpaid interest on the 2013 Notes)
beneficially owned by Navigation Master Fund and (ii) $7,099,000 aggregate
principal amount of the 2013 Notes, convertible into 507,071 shares of Common
Stock plus cash for any fractional shares (not counting any accrued and unpaid
interest on the 2013 Notes) beneficially owned by Enterprise Master
Fund.
C4S, as
the managing member of RCG Holdings, may be deemed the beneficial owner of the
(i) $8,676,000 aggregate principal amount of the 2013 Notes, convertible into
619,714 shares of Common Stock plus cash for any fractional shares (not counting
any accrued and unpaid interest on the 2013 Notes) beneficially owned by
Navigation Master Fund and (ii) $7,099,000 aggregate principal amount of the
2013 Notes, convertible into 507,071 shares of Common Stock plus cash for any
fractional shares (not counting any accrued and unpaid interest on the 2013
Notes) beneficially owned by Enterprise Master Fund.
Messrs.
Cohen, Stark, Strauss and Solomon, as the sole managing members of C4S, may be
deemed the beneficial owners of the (i) $8,676,000 aggregate principal amount of
the 2013 Notes, convertible into 619,714 shares of Common Stock plus cash for
any fractional shares (not counting any accrued and unpaid interest on the 2013
Notes) beneficially owned by Navigation Master Fund and (ii) $7,099,000
aggregate principal amount of the 2013 Notes, convertible into 507,071 shares of
Common Stock plus cash for any fractional shares (not counting any accrued and
unpaid interest on the 2013 Notes) beneficially owned by Enterprise Master
Fund.
The
foregoing should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of any shares of Common Stock owned
by another Reporting Person. In addition, each of RCG PB, Ramius
Advisors, Ramius, Cowen, RCG Holdings, C4S and Messrs. Cohen, Stark, Strauss and
Solomon disclaims beneficial ownership of the shares of Common Stock
beneficially owned by Navigation Master Fund and Enterprise Master Fund and the
filing of this statement shall not be construed as an admission that any such
person is the beneficial owner of any such securities.
Based on
19,446,737 shares outstanding as of November 6, 2009, as disclosed by the Issuer
in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 9, 2009. Assuming the conversion of the 2013
Notes, as of the close of business on February 25, 2010, (i) Navigation Master
Fund may be deemed to beneficially own approximately 3.1% of the outstanding
shares of Common Stock, (ii) Enterprise Master Fund may be deemed to
beneficially own approximately 2.5% of the outstanding shares of Common Stock,
(iii) RCG PB may be deemed to beneficially own approximately 2.5% of the
outstanding shares of Common Stock, and (iv) each of Ramius Advisors, Ramius,
Cowen, RCG Holdings, C4S and Messrs. Cohen, Stark, Strauss and Solomon may be
deemed to beneficially own approximately 5.5% of the outstanding shares of
Common Stock.
|
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(c)
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Number
of shares as to which such person
has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
See Cover
Pages Items 5-9.
|
|
(ii)
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Shared
power to vote or to direct the vote
|
See Cover
Pages Items 5-9.
|
|
(iii)
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Sole
power to dispose or to direct the disposition
of
|
See Cover
Pages Items 5-9.
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of
|
See Cover
Pages Items 5-9.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
|
If this
statement is being filed to report the fact that As of February 1, 2010 the
reporting person has ceased to be the beneficial owner of more than 5 percent of
the class of securities, check the following [ ].
|
Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
|
Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary That Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the
Group.
|
See
Exhibit 99.1.
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Item
9.
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Notice
of Dissolution of Group.
|
Not
applicable.
By
signing below each of the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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RAMIUS
ENTERPRISE MASTER FUND LTD
By:
Ramius Advisors, LLC,
its
investment advisor
RAMIUS
NAVIGATION MASTER FUND LTD
By:
Ramius Advisors, LLC,
its
investment advisor
RCG
PB, LTD
By:
Ramius Advisors, LLC,
its
investment advisor
|
RAMIUS
ADVISORS, LLC
By:
Ramius LLC,
its
sole member
RAMIUS
LLC
By:
Cowen Group, Inc.,
its
sole member
COWEN
GROUP, INC.
RCG
HOLDINGS LLC
By:
C4S & Co., L.L.C.,
its
managing member
C4S
& CO., L.L.C.
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
Jeffrey
M. Solomon
|
|
|
Title:
|
Authorized
Signatory
|
|
|
|
|
JEFFREY
M. SOLOMON
|
|
|
Individually
and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W.
Strauss
|
|