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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
Commission File Number 33-42039
SEABULK AMERICA PARTNERSHIP, LTD.
(Exact name of registrant as specified in its charter)
Florida 59-2324484
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2200 Eller Drive, P.O. Box 13038
Ft. Lauderdale, Florida 33316
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 523-2200
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). YES [ ] NO [X]
DOCUMENTS INCORPORATED BY REFERENCE
None.
The Registrant meets the conditions set forth in General Instructions
(I)(1)(a) and (b) of Form 10-K (as modified by prior no-action relief to
unrelated parties) and is therefore filing this form using the reduced
disclosure format specified therein.
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SEABULK AMERICA PARTNERSHIP, LTD.
2003 FORM 10-K
TABLE OF CONTENTS
ITEM PAGE
- ---- ----
PART I
1 Business............................................................................................. 2
2 Properties........................................................................................... 2
3 Legal Proceedings.................................................................................... 2
4 Submission of Matters to a Vote of Security Holders.................................................. 2
PART II
5 Market for Registrant's Common Equity and Related Stockholder Matters................................ 3
6 Selected Financial Data.............................................................................. 3
7 Management's Discussion and Analysis of the Results of Operations.................................... 3
7A Quantitative and Qualitative Disclosures about Market Risk........................................... 4
8 Financial Statements and Supplementary Data.......................................................... 4
9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure........................................................................................... 4
9A Controls and Procedures.............................................................................. 4
PART III
10 Directors and Executive Officers of the Registrant................................................... 6
11 Executive Compensation............................................................................... 6
12 Security Ownership of Certain Beneficial Owners and Management....................................... 6
13 Certain Relationships and Related Transactions....................................................... 6
14 Principal Accounting Fees and Services............................................................... 6
PART IV
15 Exhibits, Financial Statement Schedules, and Reports on Form 8-K..................................... 7
FINANCIAL SUPPLEMENT
Financial Statements and Schedules................................................................... F-1
1
PART I
ITEM 1. BUSINESS
Seabulk America Partnership, Ltd. (SAPL or the Partnership), a Florida
limited partnership, was formed on September 14, 1983 pursuant to a partnership
agreement (the Agreement). SAPL holds a 41.67% limited partnership interest in
Seabulk Transmarine Partnership, Ltd. (STPL). STPL, a Florida limited
partnership, owns and operates a chemical transportation carrier, the SEABULK
AMERICA, within the United States domestic trade. The partners of the
Partnership include Seabulk Tankers, Ltd. (STL), a Florida limited partnership
(holding an 81.59% interest in the Partnership), as sole general partner, and
Stolt Tankers (U.S.A.), Inc., as limited partner (holding an 18.41% interest in
the Partnership). STL is a wholly owned subsidiary of Seabulk International,
Inc. (SBI or the Parent), a Delaware corporation.
ITEM 2. PROPERTIES
The Partnership's operations are conducted at the Parent's principal
offices located in Fort Lauderdale, Florida, where the Parent leases
approximately 36,000 square feet of office and shop space under a lease that
expires in 2009.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Omitted pursuant to General Instruction I to Form 10-K (the
"Instruction").
2
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Partnership's equity securities are not publicly traded. The
Partnership files reports under the Securities Exchange Act of 1934 (the
"Exchange Act") due to its status as a non-wholly owned subsidiary guarantor of
the Parent's 9.50% senior Notes due 2013.
Seabulk Tankers, Ltd., an indirect wholly owned subsidiary of the Parent,
owns an 81.59% general partnership interest in the Partnership and Stolt Tankers
(U.S.A.), Inc., an unaffiliated third party, owns an 18.41% limited partnership
interest in the Partnership. The Partnership's partnership agreement allows for
distributions to be made to the partners at any time based on the partners'
percentage ownership of the partnership assets without priority or preference.
No distributions have been made to the partners since the Partnership's
formation. In addition, the Partnership is restricted from making distributions
in certain circumstances by covenants contained in the Parent's credit facility
and senior notes documentation.
ITEM 6. SELECTED FINANCIAL DATA
Omitted pursuant to the Instruction.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS
This discussion should be read in conjunction with the Partnership's
historical financial statements and the related notes thereto included elsewhere
in this report.
FORWARD-LOOKING INFORMATION
Certain statements in the following analysis contain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Exchange Act. All statements other than statements of
historical fact included in this discussion are forward-looking statements.
Although the Partnership believes the expectations and beliefs reflected in such
forward-looking statements are reasonable, it can give no assurance that they
will prove to have been correct.
GENERAL
The Partnership is an investment vehicle, the sole asset of which is a
41.67% limited partnership interest in STPL. The assets and revenues of the
Partnership represent a small portion of the assets and revenues of the Parent.
For the year ended December 31, 2003, the assets and revenues of the Partnership
respectively represented .35% and 0% of the consolidated assets and revenues of
the Parent.
3
RESULTS OF OPERATIONS
The Partnership has limited revenues and expenses. Virtually all of the
net income (loss) is derived from its equity investment in STPL. STPL's
Management's Discussion and Analysis of Financial Condition and Results of
Operations is contained in STPL's Annual Report on Form 10-K for the year ended
December 31, 2003.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Jones Act restricts the U.S. coastwise trade to vessels owned,
operated and crewed substantially by U.S. citizens. The Jones Act continues to
be in effect and supported by Congress and the Administration. However, it is
possible that the Partnership's advantage as a U.S. citizen operator of Jones
Act vessels could be somewhat eroded over time as there continue to be periodic
efforts and attempts by foreign interests to circumvent certain aspects of the
Jones Act.
ITEM 8. FINANCIAL STATEMENTS
The Partnership's financial statements are listed in Item 15(a), included
at the end of this report on Form 10-K, beginning on Page F-1 and incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
As part of the group of entities that are subsidiaries of SBI, the
Partnership relies on the disclosure controls and procedures of the Parent. SBI
maintains systems of disclosure controls and procedures (as defined in Rule
13a-15(e) of the Securities Exchange Act of 1934) designed to ensure that SBI
and its subsidiaries are able to record, process, summarize and report, within
the applicable time periods, the information required in the annual and
quarterly reports filed by SBI, the Partnership and STPL under the Securities
Exchange Act of 1934. Management has evaluated the effectiveness of these
disclosure controls and procedures as of the end of the period covered by this
report. Based upon that evaluation, the principal executive officer and
principal financial officer concluded that these disclosure controls and
procedures are effective to accomplish their purpose. No changes were made
during the period covered by this report to the Partnership's internal control
over financial reporting (as defined in Rule 13a-15(f) of the Securities and
Exchange Act of 1934) that have materially affected the Partnership's internal
control over financial reporting or are reasonably likely to materially affect
the Partnership's internal control over financial reporting.
4
Attached, as Exhibits 31.1 and 31.2 hereto, are certifications by the
principal executive officer and principal financial officer, which are required
by Section 302 of the Sarbanes-Oxley Act of 2002. The information set forth in
this Item 4 should be read in conjunction with these Section 302 certifications.
5
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to the Instruction.
ITEM 11. EXECUTIVE COMPENSATION
Omitted pursuant to the Instruction.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Omitted pursuant to the Instruction.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omitted pursuant to the Instruction.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Partnership's accountant fees and services are included as part of the
consolidated amount shown in Item 14 of the Parent's Form 10-K for 2003.
6
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) FINANCIAL STATEMENTS AND SCHEDULES. See Index to Consolidated
Financial Statements and Schedules which appears on page F-1
herein.
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the
last quarter of the fiscal year covered by this report on Form
10-K.
(c) LIST OF EXHIBITS. The following is a list of exhibits furnished.
Copies of exhibits will be furnished upon request of any
stockholder at a charge of $0.25 per page plus postage. The
Partnership hereby files as part of this Form 10-K the exhibits
required by Item 15(c) listed below. Exhibits, which are
incorporated herein by reference, can be inspected and copied at
the public reference facilities maintained by the Commission, 450
Fifth Street N.W., Room 1024, Washington, D.C. 29549 and at the
Commission's regional office at CitiCorp Center, 500 West Madison
Street, Suite 1400, Chicago, IL 60661-2511. Copies of such
material can also be obtained from the public Reference Section
of the Commission, 450 Fifth Street N.W., Washington, D.C. 29549,
at prescribed rates.
7
EXHIBIT
NUMBER EXHIBITS
- ------ --------
3.1 Supplemental Affidavit and Amended and Restated Certificate of
Limited Partnership of Seabulk America Partnership, Ltd.
[incorporated by reference to Form 10-K filed April 1999
(Registration No. 333-42039-02)].
3.2(a) Limited Partnership Agreement of Seabulk America Partnership, Ltd.
[incorporated by reference to Form 10-K filed April 1999
(Registration No. 333-42039-02)].
3.2(b) Amendment to Limited Partnership Agreement of Seabulk America
Partnership, Ltd., dated September 26, 1990 [incorporated by
reference to Form 10-K filed April 1999 (Registration No.
333-42039-02)].
4.1 Indenture, dated as of August 5, 2003, among Seabulk International,
Inc., the Guarantors named therein and Wachovia Bank, National
Association, as Trustee [incorporated by reference to Form S-4
filed October, 2003 (Registration No. 333-110138)].
4.2 Supplemental Indenture, dated as of October 3, 2003, among Seabulk
International, Inc., the Guarantors named therein, and Wachovia
National Bank, National association, as Trustee [incorporated by
reference to Form S-4 filed October, 2003 (Registration No.
333-110138)].
4.3* Second Supplemental Indenture and Amendment - Subsidiary Guarantee,
dated As of March 22, 2004, among Seabulk International, Inc., the
Guarantors named therein, and Wachovia National Bank, National
Association, as Trustee.
10.1 Tanker Time Charter Party, dated December 15, 1989, between Seabulk
Transmarine Partnership, Ltd. and Ocean Specialty Tankers
Corporation, with respect to the SEABULK AMERICA [incorporated by
reference to Form S-4 filed April 1994 (Registration No.
33-78166)].
23.1* Consent of Ernst & Young LLP
31.1* Certification of Principal Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.
31.2* Certification of Principal Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.
32.1* Certification of Principal Executive Officer pursuant to 18
U.S.C.ss.1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and rule 13a-14(b) of the Securities
Exchange Act of 1934.
32.2* Certification of Principal Financial Officer pursuant to 18
U.S.C.ss.1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and rule 13a 14(b) of the Securities
Exchange Act of 1934.
- ---------
* furnished herewith
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SEABULK AMERICA PARTNERSHIP, LTD.
By: SEABULK TANKERS, LTD.
its General Partner
By: SEABULK TRANSPORT, INCORPORATED
its General Partner
By: /s/ GERHARD E. KURZ
--------------------------------------
Gerhard E. Kurz
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the report has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ GERHARD E. KURZ Chairman, President and March 30, 2004
- ------------------------- Chief Executive Officer
GERHARD E. KUR (Principal Executive Officer)
/s/ VINCENT J. deSOSTOA Senior Vice President and March 30, 2004
- ------------------------ Chief Financial Officer
VINCENT J. deSOSTOA (Principal Financial Officer)
9
SEABULK AMERICA PARTNERSHIP, LTD.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Report of Independent Certified Public Accountants ............................ F-2
Financial Statements:
Balance Sheets as of December 31, 2003 and 2002 ............................... F-3
Statements of Operations for the years ended December 31, 2003, 2002 , and 2001 F-4
Statements of Partners' Capital for the years ended December 31,
2001, 2002, and 2003 .......................................................... F-5
Statements of Cash Flows for the years ended December 31, 2003, 2002, and 2001 F-6
Notes to Financial Statements ................................................. F-7
All schedules have been omitted because the information is not applicable or is
not material or because the information required is included in the consolidated
financial statements or the notes thereto.
F-1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Seabulk America Partnership, Ltd.
We have audited the accompanying balance sheets of Seabulk America
Partnership, Ltd. (a Florida limited partnership) as of December 31, 2003 and
2002, and the related statements of operations, partners' capital and cash flows
for each of the three years in the period ended December 31, 2003. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by the Partnership's management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Seabulk America
Partnership, Ltd. at December 31, 2003 and 2002, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2003, in conformity with accounting principles generally accepted
in the United States.
/s/ Ernst & Young LLP
Fort Lauderdale, Florida
February 27, 2004
F-2
SEABULK AMERICA PARTNERSHIP, LTD.
BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31, DECEMBER 31,
2003 2002
------------ ------------
ASSETS
Investment in affiliate ........................ 2,449 2,636
------ ------
Total assets ............................. $2,449 $2,636
====== ======
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Due to affiliates ........................... $ 63 $ 60
------ ------
Total current liabilities ................ 63 60
Commitments and contingencies
Partners' capital:
General partner ............................. 476 631
Limited partner ............................. 1,910 1,945
------ ------
Total partners' capital .................. 2,386 2,576
------ ------
Total liabilities and partners' capital... $2,449 $2,636
====== ======
SEE NOTES TO FINANCIAL STATEMENTS.
F-3
SEABULK AMERICA PARTNERSHIP, LTD.
STATEMENTS OF OPERATIONS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
-----------------------------------------
2003 2002 2001
----- ----- -----
Operating expenses ...................... $ 4 $ 3 $ 4
Other income (expense):
Equity in net losses of unconsolidated
affiliates ........................... (186) (279) (24)
----- ----- -----
Total other expense ............. (186) (279) (24)
----- ----- -----
Net loss ........................ $(190) $(282) $ (28)
===== ===== =====
Allocation of net loss:
General partner ...................... $(155) $(230) $ (23)
Limited partner ...................... (35) (52) (5)
----- ----- -----
Net loss ........................ $(190) $(282) $ (28)
===== ===== =====
SEE NOTES TO FINANCIAL STATEMENTS.
F-4
SEABULK AMERICA PARTNERSHIP, LTD.
STATEMENTS OF PARTNERS' CAPITAL
(IN THOUSANDS)
General Limited Total Partners'
Partner Partner Capital
------- ------- ---------------
Balance, December 31, 2000 $ 884 $ 2,002 $ 2,886
Net Loss ............ (23) (5) (28)
------- ------- -------
Balance, December 31, 2001 861 1,997 2,858
Net Loss ............ (230) (52) (282)
------- ------- -------
Balance, December 31, 2002 631 1,945 2,576
Net Loss ............ (155) (35) (190)
------- ------- -------
Balance, December 31, 2003 $ 476 $ 1,910 $ 2,386
======= ======= =======
SEE NOTES TO FINANCIAL STATEMENTS
F-5
SEABULK AMERICA PARTNERSHIP, LTD.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
------------------------------------------
2003 2002 2001
----- ----- -----
OPERATING ACTIVITIES
Net loss .......................................................... $(190) $(282) $ (28)
----- ----- -----
Adjustments to reconcile net loss to net cash provided by operating
activities:
Equity in net loss of unconsolidated affiliates .............. 186 279 24
Changes in operating assets and liabilities:
Due to affiliates .......................................... 4 3 4
----- ----- -----
Net cash provided by operating activities ......................... -- -- --
----- ----- -----
Change in cash .................................................... -- -- --
Cash at beginning of period ....................................... -- -- --
----- ----- -----
Cash at end of period ............................................. $ -- $ -- $ --
===== ===== =====
SEE NOTES TO FINANCIAL STATEMENTS.
F-6
SEABULK AMERICA PARTNERSHIP, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003
1. ORGANIZATION AND BASIS OF PRESENTATION
Seabulk America Partnership, Ltd. (SAPL or the Partnership), a Florida
limited partnership, was formed on September 14, 1983 pursuant to a partnership
agreement (the Agreement). SAPL holds a 41.67% limited partnership interest in
Seabulk Transmarine Partnership, Ltd. (STPL). STPL, a Florida limited
partnership, owns and operates a chemical transportation carrier, the SEABULK
AMERICA, within the United States domestic trade. The partners of the
Partnership include Seabulk Tankers, Ltd. (STL), a Florida limited partnership
(holding an 81.59% interest in the Partnership), as sole general partner, and
Stolt Tankers (U.S.A.), Inc., as limited partner (holding an 18.41% interest in
the Partnership). STL is a wholly owned subsidiary of Seabulk International,
Inc. (SBI or the Parent), a Delaware corporation.
2. PARTNERSHIP AGREEMENT
The general partner is responsible for the management of the
Partnership. Pursuant to the Agreement, the general partner and the limited
partners (collectively referred to as the Partners) are required to make capital
contributions at such times and in such amounts as the general partner requests
by notice. No additional capital contributions were required for the years ended
December 31, 2003 or 2002. The Partners are not entitled to withdraw any part of
their capital accounts or to receive any distribution from the Partnership
except as specifically provided in the Agreement. All net income or net losses
of the Partnership are to be allocated to the Partners' capital accounts in
proportion to their partnership interests. The Partnership terminates on
September 13, 2008, unless sooner terminated, liquidated, or dissolved by law or
pursuant to the Agreement or unless extended by amendment to the Agreement.
3. RECENT ACCOUNTING PRONOUNCEMENTS
INVESTMENT. The Partnership's investment in STPL is accounted for using
the equity method, and recognizes its proportionate share of the earnings or
losses of STPL in the accompanying statements of operations.
INCOME TAXES. No provision for income taxes has been recorded since
SAPL is a partnership and taxable income or loss accrues to the Partners.
F-7
ESTIMATES. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results will differ from
those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS. The carrying amounts for due to
affiliates reported in the balance sheet approximate fair value due to its
short-term nature.
RECENT ACCOUNTING PRONOUNCEMENTS. In January 2003, the FASB issued FASB
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an
Interpretation of ARB No. 51. FIN 46 requires certain variable interest entities
to be consolidated by the primary beneficiary of the variable interest entity.
The primary beneficiary is defined as the party which, as a result of holding
its variable interest, absorbs a majority of the entity's expected losses,
receives a majority of its expected residual returns, or both. FIN 46 is
effective for all new variable interest entities created or acquired after
January 31, 2003. For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning after March 15, 2004. The Partnership has not yet
determined the impact that the adoption of FIN 46 will have on its financial
position, results of operations or cash flows.
4. TRANSACTIONS WITH AFFILIATES
2003 2002
-------- --------
(in thousands)
Due to SBI ............ $61 $58
Due to STL ............ 2 2
--- ---
Total due to affiliates $63 $60
=== ===
The amount payable to SBI represents the net balance as a result of
various transactions between the Partnership and SBI. There are no terms of
settlement associated with the account balance, but it is non-interest bearing
and payable upon demand. The balance is primarily the result of the
Partnership's participation in SBI's central cash management program, wherein
substantially all the Partnership's cash receipts are remitted to SBI and
substantially all cash disbursements are funded by SBI. Other transactions
include miscellaneous other administrative expenses incurred by SBI on behalf of
the Partnership. SBI provides various administrative services to the
Partnership. It is SBI's policy to charge these expenses and all other central
operating costs on the basis of direct usage. In the opinion of management, this
method is reasonable.
F-8
Transactions in the Due to SBI account for the years ended December 31,
2003, 2002 and 2001 are as follows:
DECEMBER 31,
-------------------------------------
2003 2002 2001
---- ---- ----
(IN THOUSANDS)
Balance at beginning of period $ 58 $ 55 $ 64
Operating expenses ........ 3 3 4
Transfer STPL intercompany
receivable to SBI ..... -- -- (13)
---- ---- ----
Balance at end of period ..... $ 61 $ 58 $ 55
==== ==== ====
5. SENIOR NOTES OFFERING
On August 5, 2003, SBI completed the offering of $150 million of Senior
Notes ("Notes") due 2013 through a private placement eligible for resale under
Rule 144A and Regulation S. The net proceeds of the offering were used to repay
a portion of the Parent's indebtedness under its existing $180 million credit
facility. Interest on the Notes will be payable semi-annually in arrears,
commencing on February 15, 2004. The interest rate on the Notes sold to private
investors is 9.50%. The Notes are senior unsecured obligations guaranteed by
certain of the Parent's U.S. subsidiaries, including the Partnership. The Notes
are subject to certain covenants, including, among other things, limiting the
Parent's and certain U.S. subsidiaries' (including the Partnership's) ability to
incur additional indebtedness or issue preferred stock, pay dividends to
stockholders, and make investments or sell assets. On October 31, 2003, SBI and
certain U.S. subsidiaries (including the Partnership) filed a registration
statement with the SEC to register substantially identical senior notes to be
exchanged for the Notes pursuant to a registration rights agreement, so that the
notes may be eligible for trading in the public markets. On November 13, 2003,
the registration statement was declared effective and SBI commenced the exchange
offer. The exchange offer expired on December 16, 2003.
F-9