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Published on 5/21/2009 in the Prospect News Special Situations Daily.

Trico, Kistefos seek shareholders support; annual meeting is June 10

By Lisa Kerner

Charlotte, N.C., May 21 - Trico Marine Services, Inc. and shareholder Kistefos AS sent separate letters to Trico shareholders on Thursday seeking support for their respective nominees for election to Trico's board of directors on June 10.

In its letter, Trico asked shareholders to evaluate Kistefos' investment track record, which it called poor; its nominees' service on an "already excessive number of boards" and its "unstated objectives."

Trico wants shareholders to vote for Joseph S. Compofelice and Ben A. Guill using the white proxy card

Kistefos, a 21.7% Trico shareholder, wants Kistefos owner Christen Sveaas and its chief executive officer, Age Korsvold, elected to the Trico board.

"We are concerned that, if elected, Messrs. Korsvold and Sveaas will seek to increase the risk profile of our company and try - somehow - to reverse course and return to being a supplier of commoditized offshore vessels," Trico said in its letter to shareholders.

Kistefos, in its letter, asked Trico shareholders to use the blue proxy card to elect Sveaas and Korsvold and to change the company's bylaws "to bring Trico's corporate governance in line with current corporate standards."

"As Trico's largest stockholder for more than four years, we have been extremely concerned about the company's performance and the resulting substantial destruction of stockholder value," Kistefos said.

According to Kistefos, Trico's shares have fallen more than 90% since the beginning of April.

As previously reported, Trico said it offered to expand the board and nominate Sveaas for the open seat but said it could not accept Korsvold as a candidate.

Kistefos rejected that compromise, Trico said, and changed its tactics by submitting a "barrage of stockholder proposals" to gain two board seats.

Some of the proposals were considered to be in violation of Trico's charter and the Jones Act, according to Trico.

Houston-based Trico provides marine support services to the oil and gas industry.


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