UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._____)*
Torch Offshore, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
891019101
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(CUSIP Number)
December 31, 2001
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the "Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP NO. 891019101 13G PAGE 2 OF 12 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Riverside Investments, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 792,336
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 792,336
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,336 Shares (consisting of (i) 789,952 shares and (ii) options
to purchase 2,384 shares), or 830,833 Shares (if the shares
reported as beneficially owned by Lime Rock are included).
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.0%, or approximately 6.3% (if the shares reported
as beneficially owned by Lime Rock are included).
12 TYPE OF REPORTING PERSON (See Instructions)
OO
CUSIP NO. 891019101 13G PAGE 3 OF 12 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Beacon Group Energy Investment Fund II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 792,336
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 792,336
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,336 Shares (consisting of (i) 789,952 shares and (ii) options
to purchase 2,384 shares), or 830,833 Shares (if the shares
reported as beneficially owned by Lime Rock are included).
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.0%, or approximately 6.3% (if the shares reported
as beneficially owned by Lime Rock are included).
12 TYPE OF REPORTING PERSON (See Instructions)
PN
CUSIP NO. 891019101 13G PAGE 4 OF 12 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Beacon Energy Investors II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 792,336
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 792,336
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,336 Shares (consisting of (i) 789,952 shares and (ii) options
to purchase 2,384 shares), or 830,833 Shares (if the shares
reported as beneficially owned by Lime Rock are included).
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.0%, or approximately 6.3% (if the shares reported
as beneficially owned by Lime Rock are included).
12 TYPE OF REPORTING PERSON (See Instructions)
PN
CUSIP NO. 891019101 13G PAGE 5 OF 12 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Energy Fund II GP, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 792,336
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 792,336
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,336 Shares (consisting of (i) 789,952 shares and (ii) options
to purchase 2,384 shares), or 830,833 Shares (if the shares
reported as beneficially owned by Lime Rock are included).
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.0%, or approximately 6.3% (if the shares reported
as beneficially owned by Lime Rock are included).
12 TYPE OF REPORTING PERSON (See Instructions)
OO
CUSIP NO. 891019101 13G PAGE 6 OF 12 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Friends of Lime Rock LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 38,497
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 38,497
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,497 Shares (consisting of (i) 38,381 shares and (ii) options
to purchase 116 shares), or 830,833 Shares (if the shares
reported as beneficially owned by Lime Rock are included).
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 0.3%, or approximately 6.3% (if the shares reported
as beneficially owned by Riverside are included).
12 TYPE OF REPORTING PERSON (See Instructions)
PN
SCHEDULE 13G
This Statement on Schedule 13G, relating to the common stock, par
value $0.01 per share (the "Common Stock"), issued by Torch Offshore, Inc,
a Delaware corporation (the "Issuer"), is being filed by and on behalf of
Riverside Investments, LLC ("Riverside"), The Beacon Group Energy
Investment Fund II, L.P. ("Fund II"), Beacon Energy Investors II, L.P.
("Investors II"), Energy Fund II GP, LLC ("Energy"), and Friends of Lime
Rock LP (Lime Rock") (collectively, the "Reporting Persons"). Fund II is
the sole managing member of Riverside. Investors II is the sole general
partner of Fund II. Energy is the sole general partner of Investors II. The
percentages reported herein are based on there being 13,112,546 shares of
Common Stock outstanding as reported in the Form 10-Q of the Issuer filed
on November 13, 2001.
Item 1(a). Name of Issuer:
Torch Offshore, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
401 Whitney Avenue, Suite 400
Gretna, LA 70056-259
Item 2(a). Name of Person Filing:
This Schedule 13G is filed by Riverside, Fund II, Investors
II, Energy, and Lime Rock.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The business address of Riverside, Fund II, Investors II, and
Energy is 1221 Avenue of the Americas, 40th Floor, New York,
NY 10020. The business address of Lime Rock is 518 Riverside
Avenue, Rear Building, 2nd Floor, Westport, CT 06880.
Item 2(c). Citizenship:
Each of the Reporting Persons is a citizen of Delaware.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share.
Item 2(e). CUSIP Number:
891019101
Item 3. If This Statement Is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing Is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance
withss.240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance withss.240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance withss.240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance withss.240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant toss.240.13d-1(c), check
this box [ ].
Item 4. Ownership
Riverside
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(a) Amount beneficially owned: 792,336 Shares (consisting of (i)
789,952 shares and (ii) options to purchase 2,384 shares), or 830,833
Shares (if the shares reported as beneficially owned by Lime Rock are
included).
(b) Percent of class: Approximately 6.0% of the outstanding Common
Stock, or approximately 6.3% of the outstanding Common Stock (if the
shares reported as beneficially owned by Lime Rock are included)
(such percentages computed in accordance with Rule 13d-3(d) of the
Securities Exchange Act of 1934).
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 792,336 (or
830,833)
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
792,336 (or 830,833)
(iv) Shared power to dispose or to direct the disposition of:
Fund II
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(a) Amount beneficially owned: 792,336 Shares (consisting of (i)
789,952 shares and (ii) options to purchase 2,384 shares), or 830,833
Shares (if the shares reported as beneficially owned by Lime Rock are
included).
(b) Percent of class: Approximately 6.0% of the outstanding Common
Stock, or approximately 6.3% of the outstanding Common Stock (if the
shares reported as beneficially owned by Lime Rock are included)
(such percentages computed in accordance with Rule 13d-3(d) of the
Securities Exchange Act of 1934).
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 792,336 (or
830,833)
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
792,336 (or 830,833)
(iv) Shared power to dispose or to direct the disposition of:
Investors II
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(a) Amount beneficially owned: 792,336 Shares (consisting of (i)
789,952 shares and (ii) options to purchase 2,384 shares), or 830,833
Shares (if the shares reported as beneficially owned by Lime Rock are
included).
(b) Percent of class: Approximately 6.0% of the outstanding Common
Stock, or approximately 6.3% of the outstanding Common Stock (if the
shares reported as beneficially owned by Lime Rock are included)
(such percentages computed in accordance with Rule 13d-3(d) of the
Securities Exchange Act of 1934).
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 792,336 (or
830,833)
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
792,336 (or 830,833)
(iv) Shared power to dispose or to direct the disposition of:
Energy
------
(a) Amount beneficially owned: 792,336 Shares (consisting of (i)
789,952 shares and (ii) options to purchase 2,384 shares), or 830,833
Shares (if the shares reported as beneficially owned by Lime Rock are
included).
(b) Percent of class: Approximately 6.0% of the outstanding Common
Stock, or approximately 6.3% of the outstanding Common Stock (if the
shares reported as beneficially owned by Lime Rock are included)
(such percentages computed in accordance with Rule 13d-3(d) of the
Securities Exchange Act of 1934).
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 792,336 (or
830,833)
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
792,336 (or 830,833)
(iv) Shared power to dispose or to direct the disposition of:
Lime Rock
---------
(a) Amount beneficially owned: 38,497 Shares (consisting of (i)
38,381 shares and (ii) options to purchase 116 shares), or 830,833
Shares (if the shares reported as beneficially owned by Riverside are
included).
(b) Percent of class: Approximately 0.3% of the outstanding Common
Stock, or approximately 6.3% of the outstanding Common Stock (if the
shares reported as beneficially owned by Riverside are included)
(such percentages computed in accordance with Rule 13d-3(d) of the
Securities Exchange Act of 1934).
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 38,497 (or
830,833)
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
38,497 (or 830,833)
(iv) Shared power to dispose or to direct the disposition of:
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Riverside and Lime Rock have an agreement with regards to the
voting and disposition of all shares of Common Stock beneficially
owned by each party.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
Not Applicable.
Signature Page
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After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
Dated: February 14, 2002
RIVERSIDE INVESTMENTS, LLC
By: The Beacon Group Energy
Investment Fund II L.P., its managing
member
By /s/ Bryan Martin
-----------------------------------
Name: Bryan Martin
Title: Authorized Signatory
THE BEACON GROUP ENERGY
INVESTMENT FUND II, L.P.
By: Beacon Energy Investors II L.P., its
general partner
By /s/ Bryan Martin
-----------------------------------
Name: Bryan Martin
Title: Authorized Signatory
BEACON ENERGY INVESTORS II. L.P.
By: Energy Fund II GP, LLC, its general
partner.
By /s/ Bryan Martin
-----------------------------------
Name: Bryan Martin
Title: Authorized Signatory
ENERGY FUND II GP, LLC
By /s/ Bryan Martin
-----------------------------------
Name: Bryan Martin
Title: Authorized Signatory
FRIENDS OF LIME ROCK LP
By: Lime Rock Partners LLC, its
general partner.
By /s/ John Reynolds
-----------------------------------
Name: John Reynolds
Title: Managing Member
Exhibit A
Joint Filing Agreement
The undersigned agree that the foregoing Statement on Schedule 13G is being
filed with the Commission on behalf of each of the undersigned pursuant to
Rule 13d-1(k).
Dated: February 14, 2002
RIVERSIDE INVESTMENTS, LLC
By: The Beacon Group Energy
Investment Fund II L.P., its managing
member
By /s/ Bryan Martin
-----------------------------------
Name: Bryan Martin
Title: Authorized Signatory
THE BEACON GROUP ENERGY
INVESTMENT FUND II, L.P.
By: Beacon Energy Investors II L.P., its
general partner
By /s/ Bryan Martin
-----------------------------------
Name: Bryan Martin
Title: Authorized Signatory
BEACON ENERGY INVESTORS II. L.P.
By: Energy Fund II GP, LLC, its general
partner.
By /s/ Bryan Martin
-----------------------------------
Name: Bryan Martin
Title: Authorized Signatory
ENERGY FUND II GP, LLC
By /s/ Bryan Martin
-----------------------------------
Name: Bryan Martin
Title: Authorized Signatory
FRIENDS OF LIME ROCK LP
By: Lime Rock Partners LLC, its
general partner.
By /s/ John Reynolds
-----------------------------------
Name: John Reynolds
Title: Managing Member