UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)
UNIFAB INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
90467L209
(CUSIP Number)
William A. Hines
Midland Fabricators and Process Systems, L.L.C.
3636 N. Causeway, Suite 300, Metairie, Louisiana 70002
(504) 837-5766
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 13, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
CUSIP No. 90467L209 13D Page 2 of 9 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Midland Fabricators and Process Systems, L.L.C.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds
OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Louisiana
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 10,379,404 *
Beneficially --------------------------------------------------------
Owned by 8. Shared Voting Power
Each 0
Reporting --------------------------------------------------------
Person 9. Sole Dispositive Power
With 10,379,404 *
--------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,379,404 *
*Represents 7,336,100 shares of common stock held by Midland, and
3,043,304 shares of common stock issuable upon conversion of the convertible
debenture issued by UNIFAB in the principal amount of $10,651,564.
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
92.3% **
**Assumes the conversion of convertible debentures into 3,043,304
shares of common stock.
--------------------------------------------------------------------------------
14. Type of Reporting Person
OO
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CUSIP No. 90467L209 13D Page 3 of 9 Pages
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
William A. Hines
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds
AF, OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 1,097
Beneficially -------------------------------------------------------
Owned by 8. Shared Voting Power
Each 10,379,404 *
Reporting -------------------------------------------------------
Person 9. Sole Dispositive Power
With 1,097
-------------------------------------------------------
10. Shared Dispositive Power
10,379,404 *
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,380,501 *
*Represents (i) 7,336,100 shares of common stock held by Midland, (ii)
3,043,304 shares of common stock issuable upon conversion of the convertible
debenture issued by UNIFAB in the principal amount of $10,651,564, and (iii)
1,097 shares of common stock held directly by Mr. Hines.
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
92.3%**
**Assumes the conversion of convertible debentures into 3,043,304
shares of common stock.
--------------------------------------------------------------------------------
14. Type of Reporting Person
IN
--------------------------------------------------------------------------------
CUSIP No. 90467L209 13D Page 4 of 9 Pages
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Jeanne M. Hines McDaniel
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds
AF, OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 0
Beneficially --------------------------------------------------------
Owned by 8. Shared Voting Power
Each 10,379,404 *
Reporting --------------------------------------------------------
Person 9. Sole Dispositive Power
With 0
--------------------------------------------------------
10. Shared Dispositive Power
10,379,404 *
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,379,404 *
*Represents 7,336,100 shares of common stock held by Midland, and
3,043,304 shares of common stock issuable upon conversion of the convertible
debenture issued by UNIFAB in the principal amount of $10,651,564.
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
92.3%**
**Assumes the conversion of convertible debentures into 3,043,304
shares of common stock.
--------------------------------------------------------------------------------
14. Type of Reporting Person
IN
--------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER
This Statement relates to common stock, $0.01 par value per share of
UNIFAB International, Inc. (the "Company"). The principal executive offices of
the Company are located at 5007 Port Road, New Iberia, Louisiana 70562.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c), (f) This statement is being filed by each of Midland
Fabricators and Process Systems, L.L.C., a Louisiana limited liability company
("Midland"), William A. Hines and Jeanne M. Hines McDaniel.
Midland's business is offshore oil and gas platform fabrication
services through its ownership of the securities of the Company. Midland's
principal business address is 3636 N. Causeway, Suite 300, Metairie, Louisiana
70002.
Mr. Hines, a United States citizen, is a manager and the owner of a
45.5% membership interest in Midland. Mr. Hines' business address is c/o Midland
Fabricators and Process Systems, L.L.C. International, Inc., 3636 N. Causeway,
Suite 300, Metairie, Louisiana 70002. Mr. Hines is Chairman of the Board and
President of Nassau Holding Corporation, the parent company of several
oilfield-related companies, including Midland. The business address of Nassau
Holding Corporation is 3636 N. Causeway, Suite 300, Metairie, Louisiana 70002.
Ms. Hines McDaniel, a United States citizen, is the owner of a 45.5%
membership interest in Midland. Ms. Hines McDaniel is not employed, and her
address is c/o Midland Fabricators and Process Systems, L.L.C. International,
Inc., 3636 N. Causeway, Suite 300, Metairie, Louisiana 70002.
(d) During the past five years, none of Midland, Mr. Hines, or Ms.
Hines McDaniel has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, none of Midland, Mr. Hines or Ms. Hines
McDaniel has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
On April 26, 2002, the Company entered into a preferred stock purchase,
debt exchange and modification agreement with Midland (the "Midland Agreement").
Pursuant to the Midland Agreement and prior to its consummation on August 13,
2002:
o The Company consented to Midland's acquisition of the rights of the
lenders under the Company's credit agreement dated November 30, 1999,
as amended, with Bank One Louisiana, N.A. and three other commercial
banks. On May 1, 2002, Midland acquired the rights of those lenders
under the credit agreement for $13,870,000 in cash, the source of
which was capital contributions from its members. On that date, the
total amount of the principal, accrued interest and penalties owing
under the credit agreement was $21,331,564. Thereafter, and prior to
the consummation of the Midland Agreement, Midland advanced the
Company $2,814,500 for working capital needs and to establish a cash
collateral account with Bank One to secure the Company's obligations
under outstanding letters of credit.
o Midland acquired claims against the Company in the amount of
$5,622,881 held by the Company's unsecured creditors. Midland's
acquisition cost for these claims was an aggregate of $2,851,373,
including payments made for the unsecured creditors, fees paid to a
collection agent
Page 5 of 9
and attorney's fees. Midland's source of these payments was capital
contributions from its members.
Upon consummation of the Midland Agreement on August 13, 2002:
o $10,000,000 of the amount the Company owed Midland under the credit
agreement was cancelled in exchange for 738 shares of the Company's
series A preferred stock.
o $12,791,024 of the amount the Company owed Midland under the credit
agreement was converted into the following, which continue to
constitute secured indebtedness under the credit agreement: (i) a
convertible debenture in the principal amount of $10,651,564 payable
in five equal annual installments, bearing interest at Wall Street
Journal Prime (that is, the prime rate of interest reported in the
Wall Street Journal in its daily table of "Money Rates") plus 2.5
percentage points and convertible into shares of the Company's common
stock at $0.35 per share (the closing price of the Company's common
stock on the Nasdaq National Market on March 6, 2002, the date the
Company concluded negotiations on the terms of the convertible
debenture); and (ii) a promissory note in the principal amount of
$2,139,500 (the amount of the advances made to the Company by Midland
after the Company entered into the Midland Agreement), which is
payable August 13, 2005 and bears interest at the rate of Wall Street
Journal Prime plus 3.0 percentage points.
On August 1, 2003, the shareholders of the Company approved an increase
in the number of shares of authorized common stock to 150,000,000 shares, and
approved a one-for-ten reverse stock split of the outstanding shares of the
Company's common stock, to be effective immediately after the conversion of
Midland's series A preferred shares. Accordingly, on August 3, 2003, each share
of series A preferred stock was converted into 100,000 shares of the Company's
common stock and the one-for-ten reverse stock split was effected, resulting in
Midland owning 7,380,000 shares of common stock of the Company. Also as a result
of the increase in the Company's authorized shares, Midland had the right, at
any time, to convert its convertible debenture into 3,043,304 shares of common
stock of the Company.
ITEM 4. PURPOSE OF TRANSACTION
Midland acquired the shares of common stock of the Company for the
purpose of obtaining a significant equity position in the Company and for the
purpose of exerting control over the direction of the Company.
Prior to consummation of the transaction, Midland agreed to cause its
designees to the board of directors to approve the calling of a meeting of
shareholders for the purpose of voting on an increase in the authorized number
of shares of the Company's common stock, and to approve a rights offering.
Midland also agreed to vote its shares in favor of the proposed increase in the
authorized number of the Company's shares. The increase in the Company's
authorized shares and reverse stock split are described in Item 3.
In addition, prior to consummation of the transaction, the Company
entered into agreements, effective April 2002, terminating the employment
agreement of Dailey J. Berard, who was then a director of the Company and was
formerly chairman of the board, president and chief executive officer of the
Company, and the consulting agreement of Jerome E. Chojnacki, who was then the
chairman of the board, president and chief executive officer. Also effective
April 2002, the Company obtained the resignation of Mr. Berard as a director and
the resignation of Mr. Chojnacki as Chairman of the Board, President and Chief
Executive Officer. Upon consummation of the transaction, Charles E. Broussard
resigned from the Company's board of directors, and the remaining directors,
Perry Segura and George C. Yax, appointed Mr. Hines, Frank J. Cangelosi, Jr.,
William A. Downey, Daniel R. Gaubert, Donald R. Moore and Allen C. Porter, Jr.,
all designated by Midland, as members of the board.
In addition, Midland may engage in effecting any other transaction or
matter that would constitute or result in any of the transactions, matters or
effects enumerated in Item 4(a) - (j) of Schedule 13D, or enter into discussions
with other shareholders and management of the Company regarding any or all of
the foregoing. Any actions that Midland might undertake, and the timing of such
actions, will depend upon its
Page 6 of 9
review of numerous factors, including, among other things, the price levels of
the Company's common stock, general market and economic conditions, ongoing
evaluation of the Company's business, financial condition, operations and
prospects, the relative attractiveness of alternative business and investment
opportunities, and other future developments.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Midland beneficially owns 10,379,404 shares of common stock, which
number represents 7,336,100 shares of common stock held by Midland, and
3,043,304 shares of common stock issuable upon conversion of the convertible
debenture issued by the Company in the principal amount of $10,651,564. Mr.
Hines is a manager of Midland, and Mr. Hines and Ms. Hines McDaniel each own
45.5% of Midland, and therefore are each beneficial owners of 10,379,404 shares
of the Company's common stock. In addition, Mr. Hines directly owns 1,097 shares
of the Company's common stock. Midland, Mr. Hines and Ms. Hines McDaniel are the
beneficial owners of approximately 92.3% of the Company's common stock. The
calculation of this percentage is based on 8,201,913 shares of common stock
outstanding as of April 20, 2004, as reported in the Company's Form 10-K/A filed
on April 29, 2004, and assumes the conversion of convertible debentures into
3,043,304 shares of the Company's common stock.
(b) Midland
Number of shares to which Midland has:
o Sole power to vote or to direct the vote:
10,379,404
o Shared power to vote or to direct the vote:
0
o Sole power to dispose or to direct the disposition of:
10,379,404
o Shared power to dispose or to direct the disposition of:
0
William A. Hines
Number of shares to which Mr. Hines has:
o Sole power to vote or to direct the vote:
1,097
o Shared power to vote or to direct the vote:
10,379,404
o Sole power to dispose or to direct the disposition of:
1,097
o Shared power to dispose or to direct the disposition of:
10,379,404
Jeanne M. Hines McDaniel
Number of shares to which Ms. Hines McDaniel has:
o Sole power to vote or to direct the vote:
0
Page 7 of 9
o Shared power to vote or to direct the vote:
10,379,404
o Sole power to dispose or to direct the disposition of:
0
o Shared power to dispose or to direct the disposition of:
10,379,404
(c) In the 60 days prior to the date of the event requiring the filing
of this Schedule 13D set forth on the cover page hereto, none of Midland, Mr.
Hines or Ms. Hines McDaniel effected any transaction in the common stock of the
Company.
On April 26, 2004, Midland sold 40,000 shares of common stock of the
Company at prices ranging from $5.62 to $5.83 per share. On April 27, 2004,
Midland sold 2,000 shares of common stock of the Company at a price of $5.68 per
share. On April 30, 2004, Midland sold 1,900 shares of common stock of the
Company at a price of $5.05 per share. All of these shares were sold through
unsolicited brokers' transactions pursuant to Rule 144.
(d) To the knowledge of Midland, Mr. Hines and Ms. Hines McDaniel, no
person other than Midland, Mr. Hines or Ms. Hines McDaniel, has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the common stock of the Company beneficially owned by Midland,
Mr. Hines and Ms. Hines McDaniel.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
In addition to the matters described in Items 3 and 4, prior to
consummation of the Midland Agreement, Midland agreed to assist the Company in
obtaining a $7 million line of credit, and the Company and Midland subsequently
agreed that this line of credit would be in the amount of $8 million. The
Company subsequently established the line of credit with the Whitney National
Bank; an affiliate of Midland has guaranteed the Company's obligations under the
line of credit. In addition, Midland agreed to take all steps necessary to
continue the listing of the Company's common stock on the Nasdaq SmallCap Market
for a period of at least two years following consummation of the Midland
Agreement.
Upon consummation of the Midland Agreement on August 13, 2002, in
addition to the matters listed in Items 3 and 4, Midland transferred to the
Company the claims it had acquired from the Company's unsecured creditors in the
amount of $5,622,881. In exchange for these claims, the Company delivered to
Midland a promissory note in the principal amount of $4,708,936, payable August
13, 2006, and bearing interest at the rate of Wall Street Journal Prime plus 3.0
percentage points. This promissory note also constitutes secured indebtedness
under the Company's credit agreement with Midland. $675,000 of the amount the
Company owed Midland under the credit agreement was cancelled in exchange for
the assignment to Midland of accounts receivable of the Company's subsidiary,
Superior Derrick Services of Texas, L.L.C., in the amount of $1,191,405, against
which the Company had established reserves of $516,405. $680,000 of the amount
the Company owed Midland under the credit agreement (substantially all of which
consisted of penalties) was forgiven by Midland, and Midland waived all of the
Company's defaults under the credit agreement.
Since the closing of the Midland Agreement, Midland has provided
financial, operational and management support to the Company. Under an informal
arrangement with the Company, Midland has agreed to provide financial support
and funding for working capital or other needs at Midland's discretion from time
to time. Midland provided a standby letter of credit to a customer of the
Company in support of
Page 8 of 9
a contract included in the Company's backlog at December 31, 2003. The letter of
credit was in the amount of $3.1 million and expired on March 31, 2004. Since
that time, the Company has been awarded contracts, totaling $13.1 million, which
have required a financial guarantee or letter of credit from Midland. During the
year ended December 31, 2003, Midland advanced $5,900,000 to the Company for
working capital. Midland also provides accounting information system and
reporting services to the Company, including maintaining computer hardware and
software to process financial information and produce management reports,
processing data associated with those reports, assisting in report design and
preparation, processing operating and payroll checks, consulting assistance with
the design and implementation of financial reporting systems and other related
services.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Acquisition Statement Pursuant to Rule 13d-1(k)
Exhibit 2 Preferred Stock Purchase, Debt Exchange and Modification
Agreement dated April 26, 2002, by and between Midland
Fabricators and Process Systems, LLC and the Company
(incorporated by reference to Exhibit 99.2 to the Company's
current report on Form 8-K filed with the Securities and
Exchange Commission on May 13, 2002)
Exhibit 3 Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's quarterly report
on Form 10-Q for the period ended September 30, 2002, as
filed with the Securities and Exchange Commission on
February 13, 2003)
Exhibit 4 By-laws of the Company (incorporated by reference to Exhibit
3.2 to the Company's quarterly report on Form 10-Q for the
period ended September 30, 2002, as filed with the
Securities and Exchange Commission on February 13, 2003)
Exhibit 5 Act of Acknowledgement, Modification, Receipt and Third
Amendment to Amended and Restated Credit Agreement dated
August 13, 2002 (incorporated by reference to Exhibit 99.4
to the Company's current report on Form 8-K filed with the
Securities and Exchange Commission on August 22, 2002)
Exhibit 6 Debenture dated August 13, 2002 (incorporated by reference
to Exhibit 4.1 to the Company's current report on Form 8-K
filed with the Securities and Exchange Commission on August
22, 2002)
Exhibit 7 Waiver Letter from Midland Fabricators and Process Systems,
LLC to UNIFAB International, Inc. dated August 14, 2002
(incorporated by reference to Exhibit 99.5 to the Company's
current report on Form 8-K filed with the Securities and
Exchange Commission on August 22, 2002)
Page 9 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Date: June 22, 2004 MIDLAND FABRICATORS AND
PROCESS SYSTEMS, L.L.C.
By: /s/ William A. Hines
----------------------------------
William A. Hines
Managing Member
/s/ William A. Hines
--------------------------------------
William A. Hines, individually
/s/ Jeanne M. Hines McDaniel
--------------------------------------
Jeanne M. Hines McDaniel, individually
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001)
S-1