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Trico Marine Services Executives Explained Away Losses While Selling Their Stock

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Case ID: 3477 | Stocks | 06/15/2004

Several class actions have been filed against offshore oil well services company Trico Marine Services, Inc. (Nasdaq:TMAR) and certain of its officers and directors by stockholders who purchased the company's common stock between May 6, 2003, and May 10, 2004. The actions claim that the defendants violated federal securities laws by issuing a series of material misrepresentations to the market over this time period, thereby artificially inflating the price of the company's securities. The stockholders seek to recover compensatory damages for the loss of value of their stock.

The lawsuit further alleges that Trico continuously informed investors that, even though the company was sustaining losses each quarter, its future earnings prospects were favorable. These favorable prospects were touted even though the defendants were in possession of information which showed that the company's operations would continue to experience losses and their core business was in an area of declining revenues.

The action alleges that Trico derives the majority of its revenues from its North Sea operations. On May 6, 2003, the company announced its first-quarter results for 2003-- a net loss of $13.5 million. At that time, the company blamed its losses on seasonal downturns in that market. On August 13, 2003, second-quarter results were released with the announcement that the company had experienced a net loss of $42 million. Even so, the accompanying press release expressed “cautious” optimism for improvements in the second half of 2003 and into 2004.

On September 12, 2003, less than one month after Chairman and CEO Thomas E. Fairley made the last press release, he and chairman of the Board Ronald O. Palmer sold 405,000 shares of Trico stock for $572,918. On November 14, 2003, Trico’s third-quarter results were announced as a net loss of $35 million-- once again, seasonal downturns in then North Sea market were blamed. Finally, on March 10, 2004, the company announced its fourth-quarter results as a net loss of $99.4 million. Throughout all press releases run the same theme: low levels of offshore rig activity and softness in the North Sea and Gulf of Mexico markets.

On April 26, 2004, Trico stock dropped precipitously from $1.08 per share to $0.75, on volume of 3,775,000 shares traded, three times its average trading volume. The next day, the company disclosed for the first time that it had retained financial and legal advisers to assist it in exploring various alternatives including selling assets, raising additional financing, and restructuring the company’s debts. On May 10, 2004, the company issued a press release entitled “Trico Marine postpones note interest payment.” In this release, the company disclosed that it was exercising a 30-day grace period for interest payments due May 15 on some senior notes in order to “consider financial alternatives.”

The action alleges that all these statements were intentionally misleading because the defendants knew: (1) that the North Sea oil field was in decline, and had been declining for approximately two years-- the defendants knew “softness” was not the problem as much as a gradual worsening in the market; and (2) that the seasonal nature of the North Sea market meant that a majority of the remaining North Sea revenue would be generated during the months April through September-- by the time the individual defendants sold their stock, they knew but did not disclose that revenues would continued to decline despite their assertions that the market was expected to improve. The public was not informed of the continued expected decline in revenues until after defendants Fairley and Palmer had sold their stock at a significant profit.

If you purchased securities issued by Trico Marine during the applicable period, you may request appointment by the court as a lead plaintiff if you do so by August 3, 2004. A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the court must determine that your claim is typical of the claims of other class members, and that you will adequately represent the class. Under certain circumstances, one or more class members may together serve as lead plaintiffs. Your ability to share in any recovery is not affected by the decision whether or not to serve as a lead plaintiff. You may retain any counsel of your choice to serve as you in this action, or you may choose to do nothing, and remain in the class as a silent member.


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