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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Under Rule 14a-12
TRICO MARINE SERVICES, INC.
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(Name of Registrant as Specified in Its Charter)
NEWCASTLE PARTNERS, L.P.
NEWCASTLE CAPITAL MANAGEMENT, L.P.
NEWCASTLE CAPITAL GROUP, L.L.C.
MARK E. SCHWARZ
STEVEN J. PULLY
EVAN STONE
SHONEY KATZ
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
NEWCASTLE WITHDRAWS PROXY SOLICITATION INVOLVING TRICO
MARINE SERVICES IN LIGHT OF BOARD ACTIONS
CITES TRICO'S TACTICS TO LIMIT NEWCASTLE'S OWNERSHIP STAKE
Dallas - Business Wire - June 1, 2007 - Newcastle Partners, L.P. ("Newcastle")
announced today that, in light of efforts taken by Trico Marine Services, Inc.
(Nasdaq: TRMA; "Trico" or the "Company") to limit any meaningful increases in
Newcastle's share ownership in Trico, it will no longer pursue a proxy
solicitation to elect an alternative minority slate of independent director
candidates at Trico's 2007 annual meeting of stockholders.
Shortly after Newcastle informed Trico of its intent to nominate a minority
slate of directors for the upcoming annual meeting, Trico adopted a new rights
plan commonly known as a "poison pill". Then, on May 7, 2007, Trico sent
Newcastle a letter suggesting that Newcastle may be acting as a "group" with a
large shareholder and implying that any such group activities would trigger the
poison pill if Newcastle were to own more than a de minimis number of shares.
Trico also threatened in this letter and other letters to invalidate the
nomination of Newcastle's nominees. Newcastle responded to these letters
asserting that the Company's suggestions were mistaken and that Newcastle's
nominations were valid.
A representative of Newcastle commented, "The Company has sought to have it both
ways by publicly criticizing the amount of Newcastle's share ownership for
benefit in the proxy contest while behind the scenes attempting to prevent
Newcastle from acquiring additional shares and therefore a meaningful enough
economic interest to continue with the proxy contest. We regret that Trico has
used its newly implemented poison pill to attempt to deny stockholders a choice
in the election of directors and silence any healthy debate regarding the future
direction of Trico."
Newcastle had previously nominated three directors for election to the board of
Trico at the 2007 annual meeting of stockholders. Effective immediately,
Newcastle is withdrawing such nominations as well as its planned solicitation of
proxies in connection with the annual meeting.
THIS IS NOT A SOLICITATION. PLEASE DO NOT SEND YOUR PROXY CARD TO
NEWCASTLE PARTNERS, L.P.