##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.
20549
 FORM 10-K/A Amendment No. 1
 (Mark One) þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 for the fiscal year ended December 31, 2004
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number: 001-16857 Horizon Offshore, Inc.  Delaware
(State or other jurisdiction of
incorporation or organization)
    
    76-0487309
(I.R.S. Employer
Identification No.)
 2500 CityWest Boulevard
Suite 2200
Houston, Texas
(Address of principal executive offices)
    
    77042
(Zip Code)
 Registrants telephone number, including area code: (713) 361-2600 Securities registered pursuant to Section 12(b) of the Act:None Securities registered pursuant to Section 12(g) of the Act:Common Stock, $1.00 par value per share
Preferred Stock Purchase Rights Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange
Act Rule 12b-2). Yes þ No o The aggregate market value of the voting common equity held by non-affiliates computed by
reference to the price at which the common equity was last sold as of the last business day of the
registrants most recently completed second fiscal quarter (June 30, 2004), was approximately $21.7
million. The number of shares of the registrants common stock, $1.00 par value per share, outstanding
as of April 22, 2005 was 32,323,124. DOCUMENTS INCORPORATED BY REFERENCE None.




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TABLE OF CONTENTS  PART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. principal accountant fees and servicesSIGNATUREEXHIBIT INDEXCertification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906    Table of Contents  EXPLANATORY NOTE We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 (the Report) to amend and supplement the following items of
Part III of the Report to read in their entirety as follows: 
 PART III 
 Item 10. Directors
and Executive Officers of the Registrant The following table sets forth, as of April 22, 2005, information about our directors: Director
    
    TermName
    
    Age
    
    Position
    
    Since
    
    ExpiresJohn T. Mills
    
    
    57
    
    
    Chairman of the Board
    
    
    2002
    
    
    
    2005J. Louis Frank
    
    
    68
    
    
    Chairman, Emeritus
    
    
    2001
    
    
    
    2007Michael R. Latina
    
    
    32
    
    
    Director
    
    
    2000
    
    
    
    2005Harry L. Max, Jr.
    
    
    68
    
    
    Director
    
    
    2004
    
    
    
    2005Charles O. Buckner
    
    
    60
    
    
    Director
    
    
    2003
    
    
    
    2006Edward L. Moses, Jr.
    
    
    68
    
    
    Director
    
    
    1998
    
    
    
    2006Ken R. LeSuer
    
    
    69
    
    
    Director
    
    
    2003
    
    
    
    2007Raymond L. Steele
    
    
    69
    
    
    Director
    
    
    2004
    
    
    
    2007
 John T. Millshas served as our Chairman of the Board since September 2004. Mr. Mills served as
Chief Financial Officer of Marathon Oil Corporation from January 2002 until his retirement in
December 2003. From September 1998 until December 2001, Mr. Mills served as Senior Vice President
of Finance and Administration of Marathon Oil Corporation. Prior to joining Marathon Oil
Corporation, Mr. Mills served as Vice President of Taxes of USX Corporation. J. Louis Frankserved as our Chairman of the Board from June 2002 until September 2004 and
currently serves as Chairman, Emeritus of our board of directors. Mr. Frank served as Executive
Vice President of Marathon Oil Corporation from January 2001 to June 2001 and held the same
position from 1995 to 1998. He served as President of Marathon Ashland Petroleum LLC from 1998 to
2000. Michael R. Latinahas been an independent consultant to the oil and gas industry since July 2001.
Previously, he was employed as a portfolio manager of oil and gas investments for Stonington
Management Corporation, an affiliate of Elliott Associates, L.P. and Elliott International, L.P.,
from January 1998 to July 2001. Mr. Latina was employed as an analyst for Stonington Management
Corporation from February 1996 to December 1997 and as an investment banker in the Media and
Entertainment Group of Bear, Stearns & Co., Inc. from August 1994 to February 1996. Harry L. Max, Jr. has served as the President of Big Wells Energy Corporation and HMX Investments,
Inc. since 1987, each of which are companies owned by him that own and operate oil and gas
properties in Texas and Oklahoma. Mr. Max has over 45 years of experience in the oil and gas
exploration and production industry. Charles O. Bucknerretired from Ernst & Young LLP in 2002 after 35 years of service in a variety of
direct client services and administrative roles, including chairmanship of Ernst & Youngs United
States energy practice. Mr. Buckner is a member of the board of directors and chairman of the audit
committee of Whittier Energy Corporation. Edward L. Moses, Jr.has managed his personal investments since April 2001. Previously, Mr. Moses
served as President and Chief Executive Officer of Prime Natural Resources, Inc. from January 1998
until 2




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April 2001. Mr. Moses served as Senior Vice President  Engineering and Production of DeepTech
International Inc. from 1992 until January 1998 and as a managing director of Deepwater Production
Systems, Inc. from August 1993 to January 1998. Ken R. LeSuerretired in January 1999 as Vice Chairman of Halliburton Company where he was employed
for over 40 years. He served as President and Chief Executive Officer of Halliburton Energy Group,
Vice President of International Operations, and president of three other operating units. Raymond L. Steeleretired in September 1993 as Executive Vice President of Paceholder Associates,
Inc. where he was employed since August 1990. Previously, he was Executive Advisor at the Nickert
Group from 1989 to 1990 and Vice President, Trust Officer and Chief Investment Officer of the
Provident Bank from 1984 to 1988. He is a member of the board of directors and chairman of the
audit committee of Globix Corporation, a member of the board of directors and the audit committee
of American BankNote Corporation, a member of the board of directors and chairman of the audit
committee of Dynabazaar, Inc., and a member of the board of directors of Dan River Inc. Lloyd I.
Miller, a holder of a portion of our outstanding 16% and 18% Subordinated Secured Notes due March
31, 2007 and the beneficial owner of more than 10% of our common stock, designated Mr. Steele for
consideration by the nominating and governance committee of our board of directors, which
recommended, and our board approved, the nomination of Mr. Steele as a director. Listed below are the names, ages and offices held by our executive officers as of April 22,
2005. As disclosed in the Current Report on Form 8‐K that we filed on April 27, 2005, effective
on April 30, 2005, Richard A. Sebastiao will resign as our Chief Restructuring Officer and principal executive officer, and
David W. Sharp will serve as our President and Chief Executive
Officer and Ronald D. Mogel will replace Mr. Sharp as our Chief
Financial Officer. Name
    
    Age
    
    Offices HeldRichard A. Sebastiao
    
    
    57
    
    
    Chief Restructuring OfficerDavid W. Sharp
    
    
    51
    
    
    Executive Vice President and Chief Financial OfficerGeorge G. Reuter
    
    
    49
    
    
    Executive Vice President and Chief Operating OfficerWilliam B. Gibbens, III
    
    
    56
    
    
    Executive Vice President and General Counsel
 Our executive officers are elected by our board of directors, subject to their rights under
employment and management consulting agreements. Richard A. Sebastiaowas named Chief Restructuring Officer on August 30, 2004 and serves as our
principal executive officer. Mr. Sebastiao has been the President of RAS Management Advisors,
Inc., a turnaround and management consulting firm, since 1989. Mr. Sebastiao was named Chief
Restructuring Officer pursuant to a management consulting agreement that we entered into with RAS
Management Advisors, Inc. David W. Sharphas served as Executive Vice President and our Chief Financial Officer since
December 1997. From October 1996 to November 1997, Mr. Sharp was Vice President  Finance. He held
various accounting and finance positions from January 1995 to October 1996 with J. Ray McDermott,
S.A., and with OPI International, Inc. from November 1990 to January 1995. George G. Reuterhas served as Executive Vice President and our Chief Operating Officer since
December 2004. From July 2003 to December 2004, Mr. Reuter served as Senior Vice President and
Group Executive, Projects and Proposals. From November 2000 to July 2003, Mr. Reuter held the
positions of Vice President Sales and Marketing and Vice President  North America. Prior to
joining Horizon, he held various positions with J. Ray McDermott, S. A. from 1978 to 2000 in
operations, estimating and project management with experience in the North Sea, Middle East,
Southeast Asia, West Africa and the U.S. Gulf of Mexico. William B. Gibbens, IIIhas served as Executive Vice President and our General Counsel since July
2003. From August 1999 to June 2003, he was a Vice President and our General Counsel. Prior to
being employed by us, Mr. Gibbens was a partner in private practice with various law firms from
March 1983 to July 1999 where his practice focused on the offshore energy industry. 3




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Audit Committee and Audit Committee Financial Experts Our board of directors has established a separately-designated standing audit committee for
the purpose of overseeing our accounting and financial reporting processes and the audits of our
financial statements. Messrs. Mills, Buckner, LeSuer and Steele are the members of the audit
committee. Our board has determined that Messrs. Mills, Buckner and Steele qualify as audit
committee financial experts. All members of the audit committee have been determined to be
independent directors. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive
officers and 10% beneficial owners to file with the Securities and Exchange Commission reports of
ownership and changes in ownership of our equity securities. During 2004, J. Louis Frank, our
former Chairman of the Board, failed to timely file a Form 4 to report the acquisition by him of an
option to purchase 20,000 shares of our common stock because of a clerical oversight. Code of Ethics and Business Conduct We have adopted a code of ethics and business conduct that applies to all our directors,
officers, employees and representatives. This code is publicly available on our website at
http://www.horizonoffshore.com/invest/irhome.asp. Amendments to the code of ethics and business
conduct and any grant of a waiver from a provision of the code requiring disclosure under
applicable Securities and Exchange Commission rules will be disclosed on our website. These
materials may also be requested in print, without charge, by writing to our Investor Relations
department at Horizon Offshore, Inc., 2500 CityWest Boulevard, Suite 2200, Houston, Texas, 77042. 
 Item 11.Executive Compensation Compensation The following table sets forth information about the compensation we paid to or accrued for
our Chief Executive Officer and to each of our other executive officers who were serving as
executive officers at the end of fiscal year ended December 31, 2004 for services rendered during
that fiscal year: Summary Compensation Table Long Term CompensationAnnual Compensation
    
    
    Awards
    
    
    PayoutsSecuritiesOther
    
    
    Restricted
    
    
    UnderlyingAnnual
    
    
    Stock
    
    
    Options/
    
    
    LTIP
    
    
    All OtherName and
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Compensation
    
    
    Awards
    
    
    SAR's
    
    
    Payouts
    
    
    CompensationPrincipal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)
    
    
    (#)
    
    
    ($)
    
    
    ($)(2)Bill J.
Lam
    
    
    2004
    
    
    $
    463,000
    
    
    $
    
    
    
    $
    61,121
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,957,505
    (5)Former President and
    
    
    2003
    
    
    
    441,000
    
    
    
    110,250
    
    
    
    67,734
    (4)
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    
    10,231Chief Executive
Officer(3)
    
    
    2002
    
    
    
    420,000
    
    
    
    105,000
    
    
    
    66,554
    (4)
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    10,667Richard A. Sebastiao
    
    
    2004
    
    
    $
    
    
    
    $
    
    
    
    $
    547,047
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Chief Restructuring
Officer(6)
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 4




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Long Term CompensationAnnual Compensation
    
    
    Awards
    
    
    PayoutsSecuritiesOther
    
    
    Restricted
    
    
    UnderlyingAnnual
    
    
    Stock
    
    
    Options/
    
    
    LTIP
    
    
    All OtherName and
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Compensation
    
    
    Awards
    
    
    SAR's
    
    
    Payouts
    
    
    CompensationPrincipal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)
    
    
    (#)
    
    
    ($)
    
    
    ($)(2)David W. Sharp
    
    
    2004
    
    
    $
    256,000
    
    
    $
    50,000
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10,027Executive Vice President and
    
    
    2003
    
    
    
    228,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    
    
    
    
    8,780Chief Financial Officer
    
    
    2002
    
    
    
    200,000
    
    
    
    
    
    
    
    27,543
    (8)
    
    
    
    
    
    
    29,000
    
    
    
    
    
    
    
    8,625George G. Reuter
    
    
    2004
    
    
    $
    236,333
    
    
    $
    50,000
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,582Executive
Vice President and
    
    
    2003
    
    
    
    191,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,500
    
    
    
    
    
    
    
    5,070Chief Operating
Officer
(9)
    
    
    2002
    
    
    
    152,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,500
    
    
    
    
    
    
    
    4,672William B.
Gibbens, III
    
    
    2004
    
    
    $
    256,000
    
    
    $
    50,000
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,172Executive Vice President and
    
    
    2003
    
    
    
    240,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    
    3,370General
Counsel(10)
    
    
    2002
    
    
    
    210,417
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,000
    
    
    
    
    
    
    
    2,783
   (1)
    
    For years in which no amounts are disclosed in this column, perquisites and other personal benefits paid to such executive officer in that year did not exceed the lesser of $50,000 or 10% of such
executive officers salary and bonus for that year.(2)
    
    Comprised of (i) matching contributions to our 401(k) Plan and (ii) premiums that we paid on term life insurance policies that we maintain for these executive officers for which we are not the named
beneficiary, in each case as follows: 401(k) Plan
    
    
    Life InsuranceName
    
    Year
    
    
    Contributions
    
    
    PremiumsMr. Lam
    
    
    2004
    
    
    $
    6,500
    
    
    $
    7,4582003
    
    
    
    6,000
    
    
    
    4,2312002
    
    
    
    5,450
    
    
    
    5,217Mr. Sharp
    
    
    2004
    
    
    $
    3,900
    
    
    $
    6,1272003
    
    
    
    3,600
    
    
    
    5,1802002
    
    
    
    3,300
    
    
    
    5,325Mr. Reuter
    
    
    2004
    
    
    $
    4,875
    
    
    $
    7072003
    
    
    
    4,500
    
    
    
    5702002
    
    
    
    4,125
    
    
    
    547Mr. Gibbens
    
    
    2004
    
    
    $
    2,600
    
    
    $
    1,5722003
    
    
    
    2,400
    
    
    
    9702002
    
    
    
    2,200
    
    
    
    583
   (3)
    
    Mr. Lam served as our Chief Executive Officer until August 30, 2004 and resigned as
President on December 15, 2004.(4)
    
    Of this aggregate amount, $28,800 is attributable to an annual automobile allowance
and $25,000 is attributable to an annual financial planning allowance.(5)
    
    On December 15, 2004, we permitted Mr. Lam to exercise his right to terminate his
employment in accordance with his amended employment contract. Subject to the terms
and conditions of his amended employment agreement, Mr. Lam is entitled to receive
deferred payments of the severance benefits due under his amended employment
agreement in the amount of approximately $1.9 million, of which $50,000 was paid in
2004. 5




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(6)
    
    Mr. Sebastiao has served as our Chief Restructuring Officer and principal executive
officer since August 30, 2004 pursuant to a management consulting agreement that we
entered into with RAS Management Advisors, Inc., of which Mr. Sebastiao is
President.(7)
    
    This amount represents payments to RAS Management Advisors, Inc., pursuant to the
management consulting agreement that we entered into with it for services performed
by Mr. Sebastiao as our Chief Restructuring Officer and principal executive officer
and other agents of RAS Management Advisors, Inc.(8)
    
    Of this aggregate amount, $21,000 is attributable to an annual automobile allowance.(9)
    
    Mr. Reuter became an executive officer on December 15, 2004.(10)
    
    Mr. Gibbens became an executive officer on July 1, 2003. Aggregate Options The following table shows all outstanding stock options held by each of our executive officers
as of December 31, 2004. None of these stock options was in-the-money as of December 31, 2004.
None of our executive officers exercised stock options in 2004. Options at December 31, 2004 Number of securities underlyingunexercised options/SARsat December 31, 2004 (#)Exercisable/Name
    
    UnexercisableBill J. Lam
    
    
    360,000 / --Richard A. Sebastiao
    
    
    -- /  --David W. Sharp
    
    
    144,666/23,334George G. Reuter
    
    
    43,333/11,667William B. Gibbens, III
    
    
    68,000/20,000
 Director Compensation In 2004, each member of our board of directors who was not one of our employees received an
annual retainer of $30,000 plus $5,000 for serving on a committee of the board. The chairman of
each of our standing board committees received an additional $5,000 per year for his service. We
reimburse all directors for reasonable out of pocket expenses incurred in attending board and
committee meetings, and each board member receives $1,500 for each board meeting attended. Under our Amended and Restated 2002 Stock Incentive Plan (the Plan), each person who becomes a
non-employee director also receives options to buy 10,000 shares of common stock at an exercise
price equal to the fair market value of our common stock on the date such person becomes a
director. In addition, in each year during which a sufficient number of shares are available under the Plan, on the
day following each annual meeting of stockholders, each non-employee director receives options to
purchase 10,000 shares of common stock at an exercise price equal to the fair market value of our
common stock on such 6




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date. Each stock option will become fully exercisable on the first anniversary
of its grant and will expire ten years from the date of grant, unless the non-employee director
ceases to be a director. In that case, the former director must exercise all options that are
exercisable at the time of termination within one year from the date of termination of board
service, provided, however, that if he or she left the board as a result of retirement (at age 65
or later or having completed five or more years of service on the board), he or she must exercise
all stock options within ten years from the date of termination of board service. Notwithstanding
these provisions, however, no stock options may be exercised later than ten years after the date of
grant. Executive Employment Agreements We have entered into employment agreements with all of our current executive officers, except
for RAS Management Advisors, Inc. with which we entered into a management consulting agreement
pursuant to which Richard A. Sebastiao serves as our Chief Restructuring Officer and principal
executive officer. All such contracts contain agreements of the executive officers to refrain from
using or disclosing confidential information. Each agreement with our executive officers, except
for RAS Management Advisors, Inc., contains an agreement of the executive officer to refrain from
competing with us in specified geographic areas during the officers employment and for one year
after the termination of such officers employment. We may terminate each of the executive
officers employment at any time for cause or for breach of the employment agreement. On June 1, 2001, we entered into an employment agreement with Bill J. Lam, our former
President and Chief Executive Officer, that provided for an initial term of employment expiring on
May 31, 2004. His employment term automatically extended for an additional year each May 31, unless
on or before the preceding May 15, he provided us with written notice of his intent not to extend
the term. On September 14, 2004, we amended Mr. Lams employment agreement in connection with the
engagement of RAS Management Advisors, Inc. for Richard A. Sebastiao to serve as our Chief
Restructuring Officer and principal executive officer. Mr. Lam agreed to serve as our President and
not immediately exercise his right to terminate his employment for at least 120 days following the
date of engagement of RAS Management Advisors, Inc. We, however, were permitted to terminate his
employment at any time after 30 days of the engagement of RAS Management Advisors, Inc. We agreed
to pay Mr. Lam additional severance benefits for agreeing not to terminate his employment with the
Company immediately and defer payment of a portion of the severance benefits due under his
employment agreement. On December 15, 2004, we permitted Mr. Lam to exercise his right to terminate
his employment with the Company in accordance with his employment contract within the 120 day
period described above. As a result of the termination of his employment, Mr. Lam is entitled to
receive deferred payments of the severance benefits due under his amended employment agreement in
the amount of approximately $1.9 million. The amended employment agreement requires us to pay
monthly installments of $100,000 commencing on the date of termination and until the severance
amount is paid in full. However, upon consummation of a consensual exchange of all or a portion of
our 16% and 18% Subordinated Secured Notes into our common stock prior to such time, we are
required to pay the remaining balance within 90 days from the date of the consummation of the
exchange transaction. On April 1, 2001 we entered into an employment agreement with Mr. Sharp that we amended on
July 1, 2003 to provide for a term of employment expiring on July 1, 2006 and an annual base salary
of $256,000. If Mr. Sharp terminates the agreement after a public announcement of certain defined
change in control events, he is entitled to: (i) a lump sum payment equal to two times his annual
base salary at the time of termination; (ii) a lump sum payment equal to the difference between the
option exercise price of any unvested options held by him and the market value of our common stock
on the date of termination; and (iii) continued participation in benefits plans and continued
receipt of any perquisites he is receiving on the date of termination for a period of two years. In
the event payments or benefits to Mr. Sharp are subject to excise tax imposed by Section 4999 of
the Internal Revenue Code, we will pay to Mr. Sharp an
additional amount so that the net amount retained by him after deduction of any excise tax,
together with any interest or penalties, shall be equal to the value of such payments or benefits. 7




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On July 1, 2003, we entered into an employment agreement with Mr. Reuter that provides for a
term of employment expiring on July 1, 2006 and an annual base salary of $218,000. If Mr. Reuter
terminates the agreement after a public announcement of certain defined change in control events,
he is entitled to: (i) a lump sum payment equal to two times his annual base salary at the time of
termination; (ii) a lump sum payment equal to the difference between the option exercise price of
any unvested options held by him and the market value of our common stock on the date of
termination; and (iii) continued participation in benefits plans and continued receipt of any
perquisites he is receiving on the date of termination for a period of two years. In the event
payments or benefits to Mr. Reuter are subject to excise tax imposed by Section 4999 of the
Internal Revenue Code, we will pay to Mr. Reuter an additional amount so that the net amount
retained by him after deduction of any excise tax, together with any interest or penalties, shall
be equal to the value of such payments or benefits. On December 15, 2004, Mr. Reuter was named as
Executive Vice President and Chief Operating Officer, and his annual base salary was increased to
$275,000. On July 1, 2003, we entered into an employment agreement with Mr. Gibbens that provides for a
term of employment expiring on July 1, 2006 and an annual base salary of $256,000. If Mr. Gibbens
terminates the agreement after a public announcement of certain defined change in control events,
he is entitled to: (i) a lump sum payment equal to two times his annual base salary at the time of
termination; (ii) a lump sum payment equal to the difference between the option exercise price of
any unvested options held by him and the market value of our common stock on the date of
termination; and (iii) continued participation in benefits plans and continued receipt of any
perquisites he is receiving on the date of termination for a period of two years. In the event
payments or benefits to Mr. Gibbens are subject to excise tax imposed by Section 4999 of the
Internal Revenue Code, we will pay to Mr. Gibbens an additional amount so that the net amount
retained by him after deduction of any excise tax, together with any interest or penalties, shall
be equal to the value of such payments or benefits. On August 27, 2004, we entered into a management consulting agreement with RAS Management
Advisors, Inc. pursuant to which Richard A. Sebastiao, President of RAS Management Advisors, Inc.,
serves as our Chief Restructuring Officer and principal executive officer on behalf of RAS
Management Advisors, Inc. During 2004, we paid $547,047 to RAS Management Advisors, Inc. for
services provided under this agreement. Compensation Committee Interlocks and Insider Participation The members of the compensation committee are Messrs. Mills, LeSuer and Buckner. No member of
the compensation committee of our board of directors served as an officer or employee of our
company or any of our subsidiaries prior to or while serving on the compensation committee. In
2004, none of our executive officers served as a director or member of the compensation committee
of another entity, any of whose executive officers served on our board of directors or on our
compensation committee. 
 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters Equity Compensation Plan See Item 5. for our equity compensation plan information. Common Stock Ownership of Principal Stockholders The following table provides you with information, as of April 22, 2005, regarding beneficial
ownership of our common stock of each stockholder that we know to be the beneficial owner of more
than 5% of our outstanding common stock, determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934. Unless otherwise indicated, all information set forth in the
following table is based on the most recent information filed by such stockholder with the
Securities and Exchange Commission 8




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##### Table of Contents



and the shares are held with sole voting and investment power.
As of April 22, 2005, we had 32,323,124 shares of common stock outstanding. PercentNo. of
    
    
    ofName and Address of Beneficial Owner
    
    Shares
    
    
    ClassDimensional Fund Advisors Inc.(1)
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
    
    
    1,768,061
    
    
    
    5.5
    %Falcon Mezzanine Investments, LLC (2)
60 Kendrick Street
Needham, MA 02494
    
    
    7,280,339.63
    (3)
    
    
    7.9
    %(4)B. Riley & Co., Inc.(5)
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90024
    
    
    5,801,115.12
    (3)
    
    
    6.3
    %(4)Elliott Associates, L.P.(6)
712 Fifth Avenue
36th Floor
New York, NY 10019
    
    
    23,943,774.1
    (3)
    
    
    25.9
    %(4)Lloyd I. Miller, III (7)
4550 Gordon Drive
Naples, Fl 34102
    
    
    12,746,961
    (3)
    
    
    13.8
    %(4)
   (1)
    
    In its Schedule 13G/A, Dimensional Fund Advisors Inc. reported it has
sole voting power and disclaims beneficial ownership with respect to all
reported shares.(2)
    
    In its Schedule 13D, Falcon Mezzanine Investments, LLC reported it has
shared voting and dispositive power with respect to all reported shares
with Falcon Mezzanine Partners, LP, of which Falcon Mezzanine Investments, LLC
is the general partner, and Falcon
Investment Advisors, LLC, which manages Falcon Mezzanine Partners, LP.
Falcon Mezzanine Investments, LLC is a wholly-owned subsidiary of
Falcon Partners Holdings, LLC, which is controlled by Mr. Sandeep D.
Alva.(3)
    
    The beneficial owner has the right to acquire these shares within 60
days pursuant to the recapitalization letter agreement, dated as of
March 31, 2005, that we entered into with all of the holders of our 16%
and 18% Subordinated Secured Notes and Series A Redeemable Participating
Preferred Stock (Series A Preferred Stock). Pursuant to this
recapitalization letter agreement, we agreed to issue these shares of
common stock to the beneficial owner in exchange for a portion of the
holders 16% and 18% Subordinated Secured Notes and shares of the Series
A Preferred Stock and additional consideration described in the
recapitalization letter agreement. We expect to complete this exchange
transaction in May 2005.(4)
    
    This percentage is calculated assuming that the 60,000,000 shares of our
common stock that we are required to issue pursuant to the
recapitalization letter agreement are outstanding as 9




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##### Table of Contents



required by Rule 13d-3 under the Securities Exchange Act of 1934.(5)
    In its Schedule 13D, B. Riley & Co., Inc. reported it has shared
voting and dispositive power with respect to 5,771,271.54 of
these shares with SACC Partners, LP, B. Riley & Co. Retirement
Trust, Riley Investment Management LLC and Bryant R. Riley and
Carleen Riley and that Richard Riley has sole voting and
dispositive power with respect to 29,843.58 of these shares.
Bryant R. Riley is the manager and sole owner of Riley Investment
Management LLC, which is the investment advisor to and general
partner of SACC Partners, LP.(6)
    In its Schedule 13D, Elliott Associates, L.P. reported it has
sole voting and dispositive power with respect to 14,301,771.9 of
these shares and shared voting and dispositive power with respect
to 9,636,002.2 of these shares with Elliott International, L.P.
and Elliott International Capital Advisors, Inc. Paul E. Singer
and an entity controlled by him are the general partners of
Elliott Associates, L.P., and an entity controlled by Mr. Singer
is the general partner of Elliott International, L.P.(7)
    In his Schedule 13G, Lloyd I. Miller, III reported he has sole
voting power with respect to 10,748,813 of these shares as an
individual, a manager of a limited liability company that is the
general partner of certain limited partnerships, the trustee to a
grantor retained annuity trust, the trustee to certain generation
skipping trusts and the custodian to an account set up under the
Florida Uniform Gift to Minors Act; shared voting power with
respect to 1,998,148 of these shares as an investment advisor to
the trustee of a certain family trust; sole dispositive power
with respect to 10,649,127 of these shares as an individual, a
manager of a limited liability company that is the general
partner of certain limited partnerships, the trustee to certain
generation skipping trusts and the custodian to an account set up
under the Florida Uniform Gift to Minors Act; and shared
dispositive power with respect to 2,097,834 of these shares as an
investment advisor to the trustee of a certain family trust and
the trustee to a grantor retained annuity trust. Common Stock Ownership of Management The following table provides you with information, as of April 22, 2005 regarding beneficial
ownership of our common stock of each of our directors and named executive officers and all of our
directors and current executive officers as a group. All information set forth in the following
table is based on the most recent information filed by such officer or director with the Securities
and Exchange Commission. All shares are held with sole voting and investment power. No. of SharesAcquirableNo. of
    
    
    Through
    
    
    Percent ofName of Beneficial Owner(1)
    
    Shares(2)
    
    
    Stock Options
    
    
    ClassBill J. Lam (former executive)
    
    
    
    
    
    
    360,000
    
    
    
    1.1
    %Richard A. Sebastiao
    
    
    
    
    
    
    
    
    
    
    *David W. Sharp
    
    
    10,000
    
    
    
    156,332
    
    
    
    *George G. Reuter
    
    
    
    
    
    
    46,666
    
    
    
    *William B. Gibbens, III
    
    
    3,000
    
    
    
    78,000
    
    
    
    *John T. Mills
    
    
    55,000
    
    
    
    10,000
    
    
    
    *J. Louis Frank
    
    
    35,000
    
    
    
    49,998
    
    
    
    *Michael R. Latina
    
    
    
    
    
    
    25,000
    
    
    
    *Harry L. Max, Jr.
    
    
    
    
    
    
    10,000
    
    
    
    *Charles O. Buckner
    
    
    
    
    
    
    10,000
    
    
    
    *
 10




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##### Table of Contents



No. of SharesAcquirableNo. of
    
    
    Through
    
    
    Percent ofName of Beneficial Owner(1)
    
    Shares(2)
    
    
    Stock Options
    
    
    ClassEdward L. Moses, Jr.
    
    
    
    
    
    
    85,000
    
    
    
    *Ken R. LeSuer
    
    
    10,000
    
    
    
    15,000
    
    
    
    *Raymond L. Steele
    
    
    
    
    
    
    
    
    
    
    *All current executive officers and
directors as a group (12 persons)
    
    
    113,000
    
    
    
    485,996
    
    
    
    1.9
    %
   *
    
    Less than 1%  (1)
    The address for the directors and executive officers is 2500 CityWest
Boulevard, Suite 2200, Houston, Texas 77042.(2)
    Excludes shares subject to options that will be exercisable by June
21, 2005, which shares are set forth separately in the next column. Change of Control On March 31, 2005, we entered into a recapitalization letter agreement with the holders of all
of our 16% and 18% Subordinated Secured Notes pursuant to which these holders agreed to exchange
approximately $85 million aggregate principal amount of 16% and 18% Subordinated Secured Notes and
all of the outstanding shares of our Series A Preferred Stock for 1,000,000 shares of Series B
Mandatorily Convertible Redeemable Preferred Stock (Series B Preferred Stock) and 60,000,000 shares
of our common stock which will give these entities 95% of the
common stock ownership of the company. We expect to complete this exchange transaction in May 2005, which will result
in a change of control of our company. 
 Item 13.Certain Relationships and Related Transactions In August 1998, we entered into a master services agreement with Odyssea Marine, Inc.
(Odyssea), an entity wholly-owned by Elliott Associates, L.P. and Elliott International, L.P. (the
Elliott Companies) to charter certain marine vessels from Odyssea. During the 2004 fiscal year,
Odyssea billed us $10.3 million and we paid Odyssea $7.9 million for services rendered under the
agreement. As of December 31, 2004, we owed Odyssea $3.5 million for services rendered. During 2004, we paid Odyssea approximately $8.1 million for materials it purchased on our
behalf for use on a project with Pemex offshore Mexico, which Odyssea made approximately $400,000
profit on this transaction. In June 2003, we secured a $15.0 million term loan due June 30, 2004 from Elliott Associates,
L.P. All amounts of principal and interest under this loan were repaid in March 2004 with a portion
of the proceeds received from our issuance of the 16% Subordinated Secured Notes. During 2004, we
issued 16% Subordinated Secured Notes and 18% Subordinated Secured Notes in a series of private
placements. In these private placements, we issued 16% Subordinated Secured Notes and 18%
Subordinated Secured Notes to the Elliott Companies, B. Riley & Co., Inc. and its affiliates,
Falcon Mezzanine Investments, LLC and its affiliates and Lloyd I. Miller and his affiliates, each
of which are 5% beneficial owners of our common stock, as follows (in millions): 11




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##### Table of Contents



Amount Purchased ByTotal
    
    
    
    
    
    
    B. Riley &
    
    
    Falcon MezzanineAmount
    
    
    Elliott
    
    
    Co., Inc.
    
    
    Investments, LLC
    
    
    Lloyd I. MillerDate
    
    Notes
    
    
    Issued
    
    
    Companies
    
    
    and affiliates
    
    
    and affiliates
    
    
    and affiliatesMarch 11, 2004
    
    16% Subordinated Notes
    
    $
    65.4
    
    
    $
    15.0
    
    
    $
    5.25
    
    
    $
    17.85
    
    
    $
    10.5May 27, 2004
    
    16% Subordinated Notes
    
    $
    3.4
    
    
    $
    0.8
    
    
    $
    0.3
    
    
    $
    1.0
    
    
    $
    0.6May 27, 2004
    
    18% Subordinated Notes
    
    $
    18.75
    
    
    $
    5.3
    
    
    $
    2.3
    
    
    $
    4.7
    
    
    $
    4.8September 17, 2004
    
    18% Subordinated Notes
    
    $
    5.3
    
    
    $
    1.6
    
    
    $
    0.7
    
    
    $
    1.4
    
    
    $
    1.4November 4, 2004
    
    18% Subordinated Notes
    
    $
    9.625
    
    
    $
    3.3
    
    
    $
    1.4
    
    
    $
    1.9
    
    
    $
    3.0
 On December 4, 1997, we entered into a registration rights agreement with the Elliott
Companies pursuant to which they had limited rights to require us to register under the Securities
Act of 1933 (the Securities Act) shares of our common stock owned by them. We amended this
registration rights agreement in connection with the March 2004 private placement of our $65.4
million aggregate principal amount of 16% Subordinated Secured Notes and warrants to purchase
shares of our common stock (the Warrants) to permit us to enter into a registration rights
agreement with the purchasers of the Warrants. Under this registration rights agreement with the
Warrant purchasers, the purchasers of the Warrants required us to file a registration statement
under the Securities Act registering all of the common stock issuable to them upon exercise of
their Warrants for resale. In addition, the Elliott Companies requested that we register all of the
shares of our common stock held by them for resale. As a result, on April 8, 2004, we filed a
registration statement under the Securities Act registering all of the shares of common stock held
by the Elliott Companies and shares of common stock issuable upon exercise of the Warrants. Since
that time, all of these shares of common stock have been sold pursuant to the registration
statement. On May 31, 2002, we entered into an employment agreement with J. Louis Frank, our prior
Chairman of the Board and current Chairman, Emeritus, which has a term expiring on May 31, 2005
that will automatically extend for an additional year unless Mr. Frank notifies us by May 15 of his
intent not to extend such term. The term shall not extend beyond May 31, 2006, unless otherwise
agreed to in writing by both Mr. Frank and us. On September 3, 2004, in connection with Mr.
Franks resignation as Chairman of the Board, we amended his employment agreement to accommodate
him serving as Chairman, Emeritus. Mr. Frank will continue to serve on our board of directors with a term expiring in 2007.
The agreement provides for an annual base salary of $200,000. In addition, upon execution of the
agreement, Mr. Frank received an option, which vests annually in three equal increments, to
purchase 20,000 shares of our common stock, and each year during the term of his employment
agreement receives an additional option, which vests annually in three equal installments, to
purchase 20,000 shares of our common stock. The agreement also provides Mr. Frank with an annual
bonus to be determined by our board of directors of not less than 20% of his annual base salary and
an annual automobile allowance of $24,000. On November 8, 2004, we amended our consulting agreement with Edward L. Moses, Jr., one of our
directors, to serve as a liaison with the senior management of Pemex on the collection of our
contractual claims against Pemex. We paid Mr. Moses an aggregate of $355,000 under his consulting
agreement, which has expired. Mr. Moses continues to serve on our board of directors. 
 Item 14.Principal Accountant Fees and Services PricewaterhouseCoopers LLP (PwC) was engaged as our independent accountants for the fiscal
year ending December 31, 2003. On June 11, 2004, PwC resigned as our independent registered public
accounting firm. On July 14, 2004, we engaged Grant Thornton LLP (Grant Thornton) to serve as our
independent registered public accounting firm for 2004. The following table lists the aggregate
fees and costs billed by PwC and Grant Thornton to us for the 2003 and 2004 services identified
below: 12




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##### Table of Contents



Amount Billed2003
    
    
    2004Audit Fees
    
    $
    328,100
    (1)
    
    $
    718,181
    (2)Audit-Related Fees
    
    
    
    
    
    
    74,000
    (3)Tax Fees (4)
    
    
    
    
    
    
    All Other Fees (4)
    
    
    
    
    
    
    Total
    
    $
    328,100
    
    
    $
    792,181
   (1)
    
    This amount is for fees billed by PwC for audit services in connection
with its review of our interim financial statements during 2003 and our
fiscal year 2003 year-end audit.(2)
    
    Of this aggregate amount, $50,510 is attributable to fees billed by PwC
for services in connection with its review of our interim financial
statements for the first quarter of 2004. The
balance of such amount is attributable to fees billed by Grant Thornton
for audit services in connection with its review of our interim financial
statements for the second and third quarters of fiscal year 2004 and the
fiscal 2004 year-end audit.(3)
    
    Of this aggregate amount, $50,000 is attributable
to fees billed by PwC for services in connection with its review of
our internal controls. The remaining amount of $24,000 is for fees billed by Grant Thornton for services in
connection with their audit of our December 31, 2003 401(k) plan in 2004.(4)
    
    For the fiscal years 2003 and 2004, PwC and Grant Thornton did not
provide us with any tax services or other services. Audit Committee Pre-Approval Policy All of the services performed by the independent registered public accounting firms in 2004
were pre-approved by the audit committee of our board of directors. Any requests for audit,
audit-related, tax and other services must be submitted to the audit committee for specific
pre-approval. Normally, pre-approval is considered at regularly scheduled meetings. 13




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##### Table of Contents



SIGNATURE In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on our behalf by the undersigned, thereunto duly
authorized. HORIZON OFFSHORE, INC.By:
    
    /s/ David W. SharpDavid W. SharpExecutive Vice President andChief Financial OfficerApril 28, 2005
 14




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##### Table of Contents



EXHIBIT INDEX ExhibitNumber3.1
    
    
    
    Amended and Restated Certificate of Incorporation of the Company(1)3.2
    
    
    
    Bylaws of the Company(1)3.3
    
    
    
    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company(21)4.1
    
    
    
    Specimen Common Stock certificate(1)4.2
    
    
    
    Rights Agreement, dated as of January 11, 2002, between Horizon Offshore, Inc. and Mellon Investor Services LLC, as Rights
Agent, including (i) as Exhibit A  the Form of Certificate of Designations, (ii) as Exhibit B  the Forms of Rights
Certificate, Assignment and Election to Purchase, and (iii) as Exhibit C  the Summary Description of the Stockholder
Rights Plan(7)4.3
    
    
    
    Form of Warrant(18)4.4
    
    
    
    Certificate of Designation, Preferences and Rights of the Companys Series A Redeemable Participating Preferred Stock(24)10.1
    
    
    
    Form of Indemnity Agreement by and between the Company and each of its directors(1)10.2
    
    
    
    The Companys Stock Incentive Plan(1)*10.3
    
    
    
    Form of Stock Option Agreement under the Companys Stock Incentive Plan(1)*10.4
    
    
    
    Registration Rights Agreement dated as of December 4, 1997 among the Company, Highwood Partners, L.P., and Westgate International, L.P.(1)10.5
    
    
    
    Loan Agreement dated December 30, 1998 among Horizon Vessels, Inc., Horizon Offshore Contractors, Inc., The CIT Group/Equipment Financing, Inc., as agent, and
the other lenders specified therein(6)10.6
    
    
    
    Amendment No. 1 to Loan Agreement dated as of January 30, 1999 among Horizon Vessels, Inc., Horizon Offshore Contractors, Inc., The CIT Group/Equipment
Financing, Inc., as agent, and the other lenders specified therein(5)10.7
    
    
    
    Amendment No. 2 to Loan Agreement dated as of May 25, 1999 among Horizon Vessels, Inc., Horizon Offshore Contractors, Inc., The CIT Group/Equipment Financing,
Inc., as agent, and the other lenders specified therein(5)10.8
    
    
    
    Amendment No. 3 to Loan Agreement dated as of November 30, 1999 among Horizon Vessels, Inc., Horizon Offshore Contractors, Inc., The CIT Group/Equipment
Financing, Inc., as agent, and the other lenders specified therein(5)10.9
    
    
    
    Amendment No. 4 to Loan Agreement dated as of January 31, 2000 among Horizon Vessels, Inc., Horizon Offshore Contractors, Inc., The CIT Group/Equipment
Financing, Inc., as agent, and the other lenders specified therein(5)10.10
    
    
    
    Amendment No. 5 to the Loan Agreement dated as of June 30, 2000 among Horizon Vessels, Inc., Horizon Offshore Contractors, Inc., The CIT Group/Equipment
Financing Inc., as agent, and the other lenders specified therein(3)10.11
    
    
    
    Loan Agreement, dated March 26, 2001 between Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc., Horizon Vessels, Inc. and Southwest Bank of
Texas, N.A.(8)10.12
    
    
    
    Loan Agreement dated June 29, 2001, between Horizon Vessels, Inc. and General Electric Capital Corporation(9)10.13
    
    
    
    Credit Agreement dated May 10, 2001, among Horizon Vessels, Inc., Horizon
 15




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##### Table of Contents



Offshore Contractors, Inc., Horizon Offshore, Inc. and The CIT Group/Equipment
Financing, Inc.(9)10.14
    
    
    
    Employment Agreement and Non-Competition Agreement dated June 1, 2001 between the Company and Bill Lam(11)*10.15
    
    
    
    Loan Agreement dated June 29, 2001, among Horizon Vessels, Inc., Horizon Offshore, Inc., Horizon Offshore Contractors, Inc. and SouthTrust Bank(11)10.16
    
    
    
    Loan Agreement dated August 31, 2001, between Horizon Vessels International Ltd. and GMAC Business Credit, LLC(10)10.17
    
    
    
    Loan Agreement dated August 15, 2001, among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc., Horizon Vessels, Inc., HorizEn, L.L.C. and
Southwest Bank of Texas, N.A.(10)10.18
    
    
    
    First Amendment to Loan Agreement dated as of April 17, 2002 among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc., Horizon Vessels, Inc.
and Southwest Bank of Texas, N.A., as Agent(12)10.19
    
    
    
    First Amendment to EXIM Guaranteed Loan Agreement dated as of April 17, 2002 among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc., Horizon
Vessels, Inc., HorizEn, L.L.C. and Southwest Bank of Texas, N.A., as Agent(12)10.20
    
    
    
    Horizon Offshore, Inc. 2002 Stock Incentive Plan(13)*10.21
    
    
    
    Fourth Amendment to Loan Agreement dated as of September 30, 2002, among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc., Horizon Vessels,
Inc. and Southwest Bank of Texas, N.A.(14)10.22
    
    
    
    Third Amendment to EXIM Guaranteed Loan Agreement dated as of September 30, 2002, among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc.,
Horizon Vessels, Inc., HorizEn, L.L.C., and Southwest Bank of Texas, N.A.(14)10.23
    
    
    
    Fifth Amendment to Loan Agreement dated as of March 6, 2003, among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc., Horizon Vessels, Inc.
and Southwest Bank of Texas, N.A.(15)10.24
    
    
    
    Fourth Amendment to EXIM Guaranteed Loan Agreement dated as of March 6, 2003, among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc., Horizon
Vessels, Inc., HorizEn, L.L.C., and Southwest Bank of Texas, N.A.(15)10.25
    
    
    
    Employment and Non-Competition Agreement dated May 31, 2002 between the Company and J. Louis Frank(15)*10.26
    
    
    
    Amended and Restated Employment Agreement dated January 1, 2003 between the Company and James Devine(15)*10.27
    
    
    
    Amendment No. 8 to Loan Agreement dated as of May 13, 2003, among Horizon Vessels, Inc., Horizon Offshore Contractors, Inc., Horizon Offshore, Inc., The CIT
Group/Equipment Financing Inc., as agent, and the other lenders specified therein(16)10.28
    
    
    
    Loan Agreement dated June 4, 2003, between Horizon Vessels, Inc., as borrower and Elliott Associates, L.P., as lender(17)10.29
    
    
    
    Amendment No. 1 dated as of June 30, 2003 to Loan Agreement dated June 4, 2003, between Horizon Vessels, Inc., as borrower and Elliott Associates, L.P., as
lender(17)10.30
    
    
    
    Loan Agreement dated June 30, 2003, between Horizon Vessels International, Ltd., as borrower and Boeing Capital Corporation, as lender(17)10.31
    
    
    
    Amendment No. 2 dated as of June 30, 2003 to Credit Agreement dated May 10, 2001, among Horizon Vessels, Inc., as borrower, Horizon Offshore Contractors, Inc.
and Horizon Offshore, Inc., as guarantors and The CIT Group/Equipment Financing, Inc., as lender(17)
 16




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##### Table of Contents



10.32
    
    
    
    Employment and Non-Competition Agreement dated July 1, 2003 between the Company and David W. Sharp(17)*10.33
    
    
    
    Employment and Non-Competition Agreement dated July 1, 2003 between the Company and William B. Gibbens(17)*10.34
    
    
    
    Consulting Agreement dated December 4, 2003 between the Company and Edward L. Moses(18)*10.35
    
    
    
    Purchase Agreement dated as of March 11, 2004 among Horizon Offshore, Inc., as issuer, Horizon Vessels, Inc., Horizon Offshore Contractors, Inc., Horizon
Subsea Services, Inc., Horizon Vessels International, Ltd., HorizEn L.L.C., ECH Offshore, S. de R.L. de C.V., and HOC Offshore, S. de R.L. de C.V., as
guarantors, and the initial purchasers named therein(18)10.36
    
    
    
    Amendment No. 1 dated March 11, 2004 to the Registration Rights Agreement dated as of December 4, 1997 among Horizon Offshore, Inc., Highwood Partners, L.P.
and Westgate International, L.P.(18)10.37
    
    
    
    Registration Rights Agreement dated as of March 11, 2004 among Horizon Offshore, Inc., as issuer, Horizon Vessels, Inc., Horizon Offshore Contractors, Inc.,
Horizon Subsea Services, Inc., Horizon Vessels International, Ltd., HorizEn L.L.C., ECH Offshore, S. de R.L. de C.V., and HOC Offshore, S. de R.L. de C.V., as
guarantors, and the initial purchasers named therein(18)10.38
    
    
    
    Sixth Amendment to Loan Agreement dated as of January 30, 2004, among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc., Horizon Vessels,
Inc., and Southwest Bank of Texas, N.A., as agent(18)10.39
    
    
    
    Fifth Amendment to EXIM Guaranteed Loan Agreement dated as of January 30, 2004, among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc.,
Horizon Vessels, Inc., HorizEn, L.L.C. and Southwest Bank of Texas, N.A., as agent(18)10.40
    
    
    
    Seventh Amendment to Loan Agreement dated as of March 11, 2004, among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc., Horizon Vessels,
Inc., and Southwest Bank of Texas, N.A., as agent(18)10.41
    
    
    
    Sixth Amendment to EXIM Guaranteed Loan Agreement dated as of March 11, 2004, among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc., Horizon
Vessels, Inc., HorizEn, L.L.C., and Southwest Bank of Texas, N.A., as agent(18)10.42
    
    
    
    First Amendment to Loan Agreement dated as of March 10, 2004, among Horizon Vessels International, Ltd. and Boeing Capital Corporation(18)10.43
    
    
    
    Amendment No. 9 to Loan Agreement dated as of March 11, 2004, among Horizon Vessels, Inc., Horizon Offshore Contractors, Inc., Horizon Offshore, Inc., The CIT
Group/Equipment Financing Inc., as agent, and the other lenders specified therein(18)10.44
    
    
    
    Loan Agreement dated June 29, 2001, as amended and restated as of March 11, 2004, among Horizon Vessels, Inc., Horizon Offshore, Inc., Horizon Offshore
Contractors, Inc. and SouthTrust Bank(18)10.45
    
    
    
    Amendment No. 3 dated as of March 11, 2004 to Credit Agreement dated as of May 10, 2001, as amended, among Horizon Vessels, Inc. Horizon Offshore Contractors,
Inc., Horizon Offshore, Inc., and The CIT Group/Equipment Financing, Inc., as the lender(18)10.46
    
    
    
    First Amendment dated May 1, 2004 to Consulting Agreement between the Company and Edward L. Moses dated December 4, 2003(19)*10.47
    
    
    
    Purchase Agreement, dated as of May 27, 2004, among Horizon Offshore, Inc., as issuer, Horizon Vessels, Inc., Horizon Offshore Contractors, Inc., Horizon
Subsea Services, Inc., Horizon Vessels International, Ltd., HorizEn L.L.C., ECH Offshore, S. de R.L. de C.V., and HOC Offshore, S. de R.L. de C.V., as
guarantors, and the initial purchasers named therein(22)10.48
    
    
    
    Amendment No. 1 and Waiver dated May 27, 2004 to Purchase Agreement, dated as of March 11, 2004, among Horizon Offshore, Inc., and the holders listed on the
signature pages thereto(22)
 17




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10.49
    
    
    
    Amendment No. 1 dated September 3, 2004 to Employment and Non-Competition Agreement between the Company and J. Louis Frank Dated May 1, 2002(23)*10.50
    
    
    
    Amendment No. 1 dated September 14, 2004 to Employment and Non-Competition Agreement between the Company and Bill J. Lam Dated June 1, 2001(23)*10.51
    
    
    
    Amendment No. 1 to May Purchase Agreement, dated as of November 4, 2004, by and among Horizon Offshore, Inc., the guarantors specified therein and the
purchasers specified therein(24)10.52
    
    
    
    Preferred Stock Purchase Agreement, dated as of November 4, 2004, by and among Horizon Offshore, Inc. and the purchasers specified therein (including the form
of warrant certificate and registration rights agreement attached thereto)(24)10.53
    
    
    
    Recapitalization Letter Agreement, dated as of October 29, 2004, by and among Horizon Offshore, Inc. and the holders of subordinated notes specified
therein(24)10.54
    
    
    
    Amendment No. 2, dated as of November 4, 2004, to Employment and Non-Competition Agreement dated May 31, 2002 between the Company and J. Louis Frank, as
amended on September 3, 2004(24)*10.55
    
    
    
    Seventh Amendment to EXIM Guaranteed Loan Agreement, dated as of November 4, 2004, among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc.,
Horizon Vessels, Inc., HorizEn, L.L.C., and Southwest Bank of Texas, N.A., as agent, and the other lenders specified therein(24)10.56
    
    
    
    Eighth Amendment to Loan Agreement, dated as of November 4, 2004, among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc., Horizon Vessels,
Inc., and Southwest Bank of Texas, N.A., as agent, and the other lenders specified therein(24)10.57
    
    
    
    Amendment No. 4 to Credit Agreement, dated as of November 4, 2004, to the Credit Agreement, dated as of May 10, 2001, as amended, among Horizon Vessels, Inc.,
Horizon Contractors, Inc., Horizon Offshore, Inc. and The CIT Group/Equipment Financing, Inc., as the lender(24)10.58
    
    
    
    Amendment No. 10 to Loan Agreement, dated as of November 4, 2004, to the Loan Agreement, dated as of December 30, 1998, as amended, among Horizon Vessels,
Inc., Horizon Offshore Contractors, Inc., Horizon Offshore, Inc., The CIT Group/Equipment Financing, Inc, as agent and for the other lenders specified
therein(24)10.59
    
    
    
    First Amendment to Amended and Restated Loan Agreement, dated as of November 4, 2004, among Horizon Vessels, Inc., Horizon Offshore, Inc., Horizon Off shore
Contractors, Inc. and SouthTrust Bank(24)10.60
    
    
    
    Second Amendment to Loan Agreement, dated as of October 29, 2004, among Horizon Vessels International, Ltd. and General Electric Capital Corporation of
Tennessee(24)10.61
    
    
    
    Second Amendment dated November 8, 2004 to the Consulting between the Company and Edward L. Moses dated December 4, 2003, as amended May 1, 2004(25)*10.62
    
    
    
    Amended and Restated Employment Agreement between the Company and George G. Reuter dated July 1, 2003(26)*10.63
    
    
    
    Eighth Amendment to EXIM Guaranteed Loan Agreement, dated as of January 20, 2005 among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc.,
Horizon Vessels, Inc., HorizEn, L.L.C., and Southwest Bank of Texas, N.A., as agent, and the other lenders specified therein(27)10.64
    
    
    
    Ninth Amendment to Loan Agreement, dated as of January 20, 2005, among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc., Horizon Vessels,
Inc., and Southwest Bank of Texas, N.A., as agent, and the other lenders specified therein(27)10.65
    
    
    
    Ninth Amendment to EXIM Guaranteed Loan Agreement, dated as of February 11, 2005 among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc.,
Horizon Vessels, Inc., HorizEn, L.L.C., and Southwest Bank of Texas, N.A., as agent, and the other lenders specified therein(28)10.66
    
    
    
    Tenth Amendment to EXIM Guaranteed Loan Agreement, dated as of February 18, 2005 among Horizon Offshore
 18




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##### Table of Contents



Contractors, Inc., Horizon Subsea Services, Inc.,
Horizon Vessels, Inc., HorizEn, L.L.C., and Southwest Bank of Texas, N.A., as agent, and the other lenders specified therein(29)10.67
    
    
    
    Financing Agreement, dated as of March 31, 2005, by and among Horizon Offshore, Inc., Horizon Offshore Contractors, Inc., and Horizon Vessels, Inc., as
borrowers, the guarantors specified therein, Manchester Securities Corp., as agent, and the other lenders specified therein. (31)10.68
    
    
    
    Recapitalization Letter Agreement, dated as of March 31, 2005, by and among Horizon Offshore, Inc. and the holders of subordinated notes specified therein.
(31)10.69
    
    
    
    Amendment No. 11 to Loan Agreement, dated as of March 31, 2005, to the Loan Agreement, dated as of December 30, 1998, as amended, among Horizon Vessels, Inc.,
Horizon Offshore Contractors, Inc., Horizon Offshore, Inc., The CIT Group/Equipment Financing, Inc, as agent and for the other lenders specified therein. (31)10.70
    
    
    
    Second Amendment to Amended and Restated Loan Agreement, dated as of March 31, 2005, among Horizon Vessels, Inc., Horizon Offshore, Inc., Horizon Offshore
Contractors, Inc. and Wachovia Bank, National Association (as successor by merger to SouthTrust Bank). (31)10.71
    
    
    
    Third Amendment to Loan Agreement, dated as of March 31, 2005, among Horizon Vessels International, Ltd. and General Electric Capital Corporation of
Tennessee. (31)10.72
    
    
    
    Amendment No. 1, dated as of March 31, 2005, to that certain Rights Agreement dated January 11, 2002, by and between Horizon Offshore, Inc. and Mellon
Investor Services, LLC., as Rights Agent. (31)14.1
    
    
    
    Code of Ethics and Business Conduct(18)16.1
    
    
    
    Letter Regarding Change in Certifying Accountant dated June 18, 2004(20)21.1
    
    
    
    Subsidiaries of the Company(30)31.1
    
    
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(32)31.2
    
    
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(32)32.1
    
    
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(32)32.2
    
    
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(32)
   (1)
    
    Incorporated by reference to the Companys Registration Statement on Form S-1
(Registration Statement No. 333-43965).(2)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.(3)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000.(4)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000.(5)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended
December 31, 1999.(6)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended
December 31, 1998. 19




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##### Table of Contents



(7)
    
    Incorporated herein by reference to Exhibits 1, 2, 3 and 4 to the Companys Registration
Statement on Form 8-A12B, filed with the Commission on January 18, 2002.(8)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001.(9)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001.(10)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001.(11)
    
    Incorporated by reference to the Companys Annual Report on Form 10K-405 for the year ended
December 31, 2001.(12)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002.(13)
    
    Incorporated by reference to Exhibit A to our Definitive Schedule 14A filed on April 8, 2002.(14)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002.(15)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended
December 31, 2002.(16)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003.(17)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003.(18)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended
December 31, 2003.(19)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2004.(20)
    
    Incorporated by reference to the Companys Current Report on Form 8-K dated June 18, 2004.(21)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004.(22)
    
    Incorporated by reference to the Companys Current Report on Form 8-K dated July 14, 2004.(23)
    
    Incorporated by reference to the Companys Current Report on Form 8-K dated September 21,
2004.(24)
    
    Incorporated by reference to the Companys Current Report on Form 8-K dated November 5, 2004.(25)
    
    Incorporated by reference to the Companys Current Report on Form 8-K dated November 8, 2004.(26)
    
    Incorporated by reference to the Companys Current Report on Form 8-K dated December 16,
2004.(27)
    
    Incorporated by reference to the Companys Current Report on Form 8-K dated January 20, 2005.(28)
    
    Incorporated by reference to the Companys Current Report on Form 8-K dated February 10,
2005. 20




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##### Table of Contents



(29)
    
    Incorporated by reference to the Companys Current Report on Form 8-K dated February 18,
2005.(30)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended
December 31, 2004.(31)
    
    Incorporated by reference to the Companys
Current Report on Form 8-K dated April 5, 2005.(32)
    
    Filed herewith.    21