<PAGE>
 
     
  As filed with the Securities and Exchange Commission on November 18, 1996.
                                         
                                                     Registration No. 333-14871
-------------------------------------------------------------------------------
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                
                             AMENDMENT NO. 2     
                                      TO
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                               ---------------
                          TRICO MARINE SERVICES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

       DELAWARE                      4424                  72-1252405
     (STATE OR OTHER     (PRIMARY STANDARD INDUSTRIAL   (I.R.S. EMPLOYER
     JURISDICTION OF         CLASSIFICATION CODE)      IDENTIFICATION NO.)
    INCORPORATION OR
      ORGANIZATION)

                                610 PALM STREET
                            HOUMA, LOUISIANA 70364
                                (504) 851-3833
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                VICTOR M. PEREZ
                  VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                          TRICO MARINE SERVICES, INC.
                      2401 FOUNTAINVIEW DRIVE, SUITE 626
                             HOUSTON, TEXAS 77057
                                (713) 780-9926
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                                  COPIES TO:

             WILLIAM B. MASTERS                      T. MARK KELLY
     JONES, WALKER, WAECHTER, POITEVENT,         VINSON & ELKINS L.L.P.
          CARRERE & DENEGRE, L.L.P.              2300 FIRST CITY TOWER
           201 ST. CHARLES AVENUE                  1001 FANNIN STREET
        NEW ORLEANS, LOUISIANA 70170              HOUSTON, TEXAS 77002
               (504) 582-8000                        (713) 758-2222

                               ---------------
       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
  AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
                               ---------------
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
 
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
 
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
 
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
                        
                     CALCULATION OF REGISTRATION FEE     
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<TABLE>   
<CAPTION>
                                           PROPOSED MAXIMUM
    TITLE OF EACH CLASS OF SECURITIES     AGGREGATE OFFERING      AMOUNT OF
            TO BE REGISTERED                 PRICE (1)(2)    REGISTRATION FEE(3)
--------------------------------------------------------------------------------
<S>                                       <C>                <C>
Common stock, par value $.01 per share...    $115,000,000          $34,849
--------------------------------------------------------------------------------
</TABLE>    
-------------------------------------------------------------------------------
   
(1) Includes shares which the Underwriters have the option to purchase to
    cover over-allotments, if any. 
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o) under the Securities Act of 1933.
(3) Includes $28,031 paid with the initial filing of this Registration
    Statement.     
                               ---------------
 
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
 
                 
              SUBJECT TO COMPLETION, DATED NOVEMBER 18, 1996     
                                
                             2,500,000 SHARES     
 
                          TRICO MARINE SERVICES, INC.

[LOGO OF TRICO MARINE 
APPEARS HERE]
 
                                  COMMON STOCK
                                ($.01 PAR VALUE)
   
  Of the 2,500,000 shares of Common Stock, $.01 par value per share (the
"Common Stock"), of Trico Marine Services, Inc. ("Trico" or the "Company")
offered hereby (the "Offering"), 850,000 shares are being sold by the Company
and 1,650,000 by the Selling Stockholders. See "Principal and Selling
Stockholders." The Company will not receive any proceeds from the sale of
shares by the Selling Stockholders.     
   
  The Common Stock is traded on the Nasdaq National Market under the symbol
"TMAR." On November 15, 1996, the last reported sale price of the Common Stock
was $40 per share.     
 
  THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 8.
 
 THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
   COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
    ADEQUACY OF THIS  PROSPECTUS. ANY  REPRESENTATION TO THE  CONTRARY IS A
     CRIMINAL OFFENSE.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<S>                                <C>         <C>            <C>         <C>
                                                UNDERWRITING              PROCEEDS TO
                                      PRICE    DISCOUNTS AND  PROCEEDS TO   SELLING
                                    TO PUBLIC  COMMISSIONS(1) COMPANY(2)  STOCKHOLDERS
--------------------------------------------------------------------------------------
Per Share........................    $            $             $           $
--------------------------------------------------------------------------------------
Total(3).........................  $            $             $           $
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
</TABLE>
(1) See "Underwriting" for indemnification arrangements.
(2) Before deducting estimated expenses of $325,000 payable by the Company.
   
(3) The Selling Stockholders have granted to the Underwriters a 30-day option
    to purchase up to an additional 375,000 shares of Common Stock solely to
    cover over-allotments, if any. If this option is exercised in full, the
    total Price to Public, Underwriting Discounts and Commissions and Proceeds
    to Selling Stockholders will be $        , $         and $        ,
    respectively. The Company will not receive any proceeds from shares of
    Common Stock sold by the Selling Stockholders. See "Underwriting" and
    "Principal and Selling Stockholders."     
 
  The shares of Common Stock offered hereby are being offered by the several
Underwriters named herein, subject to prior sale and acceptance by the
Underwriters and subject to their right to reject any order in whole or in
part. It is expected that the Common Stock will be available for delivery on or
about November      , 1996 at the offices of Schroder Wertheim & Co.
Incorporated, New York, New York.
 
SCHRODER WERTHEIM & CO.
 
                        RAYMOND JAMES & ASSOCIATES, INC.
 
                                                               SIMMONS & COMPANY
                                           INTERNATIONAL
 
                              November      , 1996
 
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
<PAGE>
 
 
                    [Picture of two Trico Lift Boats and a
                     supply boat providing maintenance and
               installation services on a production platform.]
 
 
 
 
                               ----------------
 
  IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE NASDAQ NATIONAL MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. IN
CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY ENGAGE IN PASSIVE MARKET
MAKING TRANSACTIONS ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 10B-
6A UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SEE "UNDERWRITING."
 
                                       2
<PAGE>
 
 
                               PROSPECTUS SUMMARY
 
  This summary is qualified in its entirety by the more detailed information
and the consolidated financial statements and notes thereto appearing elsewhere
in this Prospectus. Unless the context indicates otherwise, any reference in
this Prospectus to "Trico" or the "Company" refers to Trico Marine Services,
Inc. and its predecessor, together with the consolidated subsidiaries of Trico
Marine Services, Inc. Unless otherwise indicated, all information in this
Prospectus assumes that the Underwriters' over-allotment option is not
exercised.
 
                                  THE COMPANY
 
GENERAL
 
  Trico provides a broad range of marine support services to companies in the
oil and gas industry conducting offshore exploration, production and
construction operations. The Company is a leading operator of marine support
vessels in the U.S. Gulf of Mexico (the "Gulf") and also conducts international
operations offshore Brazil. Since the Company's initial public offering in May
1996, Trico has acquired 14 supply boats at an aggregate cost of $54.6 million.
As a result, Trico is now the third largest owner of supply boats operating in
the Gulf with a total vessel fleet of 62 vessels, including 31 supply boats,
six lift boats, 16 crew boats and nine line handling boats. The Company also
executed definitive agreements in October 1996 to purchase three additional
supply boats for $11.45 million, which management anticipates will be acquired
in December 1996. Management believes that the Company's expanded supply boat
fleet will enable it to take further advantage of recent industry-wide
increases in supply boat day rates and utilization in the Gulf. The Company's
average supply boat day rate increased 62% to $5,018 during the three months
ended September 30, 1996 from the comparable 1995 period, while the average
utilization rate increased to 93% from 76%.
 
  All of Trico's vessels are located in the Gulf with the exception of the line
handling boats that operate under long-term charters offshore Brazil. The
services provided by Trico's diversified fleet include transportation of
drilling materials, supplies and crews to offshore facilities and support for
the construction, installation, maintenance and removal of those facilities.
Trico has focused on providing high quality, responsive service while
maintaining a low cost structure. In addition, the quality of Trico's fleet and
the strength of its experienced management team have allowed the Company to
develop and maintain long-term customer relationships.
 
  The Company is the successor to several companies formed in the 1980's by
Thomas E. Fairley and Ronald O. Palmer to own, manage and operate offshore
marine support vessels. In 1993, Messrs. Fairley and Palmer organized Trico
with Berkshire Partners LLC, a Boston-based private equity investment firm
(together with its affiliates, "Berkshire"), to acquire vessels owned by
Chrysler Capital Corporation ("Chrysler"), the majority of which were operated
by the Company. Messrs. Fairley and Palmer have over 40 years of combined
experience in the marine support services industry, during which they have been
responsible for the acquisition, construction or major refurbishment of
approximately 100 vessels.
 
BUSINESS STRATEGY
 
The Company's strategy is to enhance its position as a leading supplier of
marine support services by pursuing acquisition opportunities in the Gulf and
selectively diversifying into certain international markets with additional
growth potential. The Company implements this strategy by:
 
  MAINTAINING A LARGE, DIVERSIFIED FLEET. The size and diversity of Trico's
fleet enables the Company to provide oil and gas companies operating in the
Gulf a broad range of services, including marine support for exploration,
development, production, construction, repair operations and platform removal.
 
                                       3
<PAGE>
 
 
  FOCUSING ON THE GULF OF MEXICO. Trico intends to maintain its current focus
on the Gulf. Levels of oil and gas exploration, development and production
activities in the Gulf have increased during 1996 as a result of several
factors, including: (i) improvements in exploration technologies, such as
computer-aided exploration and 3-D seismic, have increased drilling success
rates in the region; (ii) improvements in subsea completion and production
technologies have led to increased deep water drilling and development; (iii)
expansion of the region's production infrastructure has improved the economics
of developing smaller oil and gas fields; and (iv) the short reserve life
characteristic of Gulf gas production which requires continuous drilling to
replace reserves and maintain production. Maintenance, repair and salvage
activity related to older production platforms and infrastructure in the
shallow areas of the Gulf has also increased, and based on recent increases in
applications for permits, the Company also expects continued higher levels of
these activities. These higher overall activity levels have led to increased
demand for the Company's services and higher overall vessel utilization and day
rates in the Gulf.
 
  PARTICIPATING IN THE CONSOLIDATION OF THE INDUSTRY. The number of supply
boats available for service in the Gulf decreased from a peak of approximately
700 in 1985 to approximately 278 in September 1996. During the same period, the
number of companies operating supply boats of at least 150 feet in length
decreased from approximately 80 to 16. Trico's management believes that the
Company will benefit from the smaller overall supply boat fleet and
consolidation of industry competitors. Since the Company's initial public
offering in May 1996, the Company has acquired 14 supply boats for $54.6
million, including four supply boats purchased in May 1996 for $11.0 million
with a portion of the proceeds of the initial public offering and a total of
ten supply boats purchased in two separate transactions in September and
October 1996 for $43.6 million. The Company also executed definitive agreements
in October 1996 to purchase an additional three supply boats for $11.45
million, which management anticipates will be acquired in December 1996. Trico
intends to continue to participate in this consolidation by pursuing additional
fleet acquisition opportunities in the Gulf as well as opportunistic purchases
of individual vessels.
 
  The Company also believes that legal, regulatory and economic barriers to
entry will limit the number of vessels that are capable of returning to the
Gulf from overseas markets. Although vessels may be remobilized to the Gulf
from overseas locations by certain of the Company's competitors or converted
from alternative uses, management believes that existing U.S. government
regulations, mobilization costs and overseas opportunities will limit the
number of such vessels for the foreseeable future.
 
  RECONFIGURING AND UPGRADING THE FLEET. Trico has reconfigured and upgraded
the capabilities of its vessel fleet to meet market demands for larger, better
equipped vessels. In particular, it has disposed of those vessels it considers
to be less profitable such as smaller crew boats, and upgraded certain other
vessels. In 1995, the Company completed a $6.0 million capital upgrade program
that included (i) lengthening three supply boats from 165 feet to 180 feet and
one from 165 feet to 190 feet and enhancing these boats' cargo capacity, (ii)
rebuilding a crew boat and (iii) drydocking and refurbishing several other
vessels. Substantial downtime was incurred in 1995 from this program, which
adversely impacted the Company's results of operations. In January 1995, Trico
also acquired a sixth lift boat to further position the Company to participate
in the oil and gas industry's requirement to maintain, repair and salvage the
more than 3,000 production platforms in the Gulf. The Company also intends to
pursue opportunities to acquire existing vessels and refurbish and expand their
capacities to support deep water exploration and development in the Gulf. For
example, in March 1996, Trico acquired a 180 foot supply boat, which is being
refurbished, lengthened to 220 feet and will be available for service in the
beginning of 1997.
 
 
                                       4
<PAGE>
 
  EXPANDING INTO SELECTED INTERNATIONAL MARKETS. While Trico's primary market
is the Gulf, the Company seeks to expand into selected international markets
which management believes are attractive, long-term markets for the Company's
services. As part of this strategy, in March 1996 Trico acquired eight line
handling vessels and an operations facility in Brazil and has redeployed its
line handling vessel from the Gulf to Brazil. These vessels operate under long-
term charters for Petrobras, the Brazilian national oil company, and support
the oil offloading operations from production facilities to tankers in the
Campos Basin offshore Brazil, including transporting supplies and materials to
and between deep water platforms. In addition, Trico was the successful bidder
for the contract to build and operate an advanced "small water area twin hull"
crew boat (the "SWATH vessel") which will be used to transport up to 250
passengers to offshore platforms for Petrobras under a five year contract.
After successful model tank tests, construction on the SWATH vessel began in
October 1996 with operations expected to commence at the end of 1997. The
Company believes that Brazil presents an attractive long-term market because of
the Brazilian government's goal of increasing its offshore oil production and
the anticipated participation by foreign companies in its exploration and
production activities. The Company intends to pursue other opportunities to
expand its operations in this market.
 
  The Company is incorporated under the laws of Delaware. Its principal office
is located at 610 Palm Street, Houma, Louisiana 70364, and its telephone number
is (504) 851-3833.
 
                                  THE OFFERING
 
<TABLE>   
 <C>                                <S>
 Common Stock offered:
   By the Company..................   850,000 shares
   By the Selling Stockholders..... 1,650,000 shares
   Total........................... 2,500,000 shares
 Common Stock outstanding after the
  Offering......................... 7,695,419 shares(1)
 Use of proceeds................... To repay indebtedness incurred under the
                                    Company's bank credit facility to fund a
                                    portion of the purchase price of ten supply
                                    boats acquired in September and October
                                    1996. The Company will not receive any of
                                    the proceeds from the sale of Common Stock
                                    by the Selling Stockholders. See "Use of
                                    Proceeds."
 Nasdaq National Market symbol..... TMAR
 Risk factors...................... The Common Stock offered hereby involves a
                                    high degree of risk. See "Risk Factors."
</TABLE>    
--------
   
(1) Gives effect to the Offering, but does not include 804,032 shares of Common
    Stock issuable upon exercise of outstanding options held by officers,
    directors and employees. See "Management--Stock Incentive Plans."     
 
                                       5
<PAGE>
 
 
                      SUMMARY FINANCIAL AND OPERATING DATA
 
  The following table sets forth summary financial and operating data as of the
dates and for the periods indicated. The following data should be read in
conjunction with "Selected Consolidated Financial and Operating Data,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Company's consolidated financial statements and notes
thereto.
 
<TABLE>
<CAPTION>
                                                                                           1993(1)
                                                                             --------------------------------------
                           NINE MONTHS
                              ENDED              YEAR ENDED
                          SEPTEMBER 30,         DECEMBER 31,
                         -----------------  -------------------------------
                                                                               TWO MONTHS
                                                                                  ENDED            TEN MONTHS
                                                                              DECEMBER 31,            ENDED
                           1996     1995       1995              1994             1993          OCTOBER 28, 1993
                         --------  -------  -------------     -------------  ----------------  --------------------
                           (UNAUDITED)       (FINANCIAL DATA IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                      <C>       <C>      <C>               <C>            <C>               <C>
 Total revenues......... $ 32,885  $18,915        $26,698           $29,034          $  6,145            $26,871
 Direct operating
  expenses:
   Direct labor and
    other operating
    expenses............   15,640   12,050         16,520            16,458             2,952             15,509
   Management fees......      674      444            468               707                90              1,002
   General and
    administrative......    2,224    1,909          2,509             2,057               256              1,412
   Amortization of
    marine inspection
    costs...............    1,432      672          1,930             1,490               222              1,176
   Other................      211      461            545               764                33                875
                                                                                                   -------------
 Revenue less direct
  operating expenses....       --       --             --                --                --            $ 6,897
                                                                                                   =============
 Depreciation........... $  2,861  $ 2,833  $       2,740     $       2,786    $          502
                         --------  -------  -------------     -------------    --------------
 Operating income.......    9,843      546          1,986             4,772             2,090
 Interest expense.......    1,710    2,844          3,850             3,767               620
 Amortization of
  deferred financing
  costs.................      217      284            381               344                60
 Gain on sale of
  vessels...............       (7)    (247)          (244)               --                --
 Other income, net......      (65)     (58)           (32)              (51)               --
 Income tax expense
  (benefit).............    2,788     (774)          (670)              226               564
 Extraordinary item,
  net of taxes..........     (917)      --             --                --                --
                         --------  -------  -------------     -------------    --------------
 Net income (loss)...... $  4,283  $(1,503) $      (1,299)    $         486    $          846
                         ========  =======  =============     =============    ==============
 Income (loss) per
  share before
  extraordinary item.... $   0.93  $ (0.49) $       (0.43)    $        0.16    $         0.28
 Extraordinary item per
  share.................    (0.16)      --             --                --                --
                         --------  -------  -------------     -------------    --------------
 Net income (loss) per
  share................. $   0.77  $ (0.49) $       (0.43)    $        0.16    $         0.28
                         ========  =======  =============     =============    ==============
 Weighted average
  common shares.........    5,586    3,050          3,051             3,010             3,020
                         ========  =======  =============     =============    ==============
STATEMENT OF CASH FLOWS
 DATA:
 Net cash provided by
  (used in) operating
  activities............ $  7,359  $ 5,033  $       6,411     $       6,666    $       (2,116)
 Net cash provided by
  (used in) investing
  activities............  (31,707)  (4,039)        (6,121)              968           (45,511)
 Net cash provided by
  (used in) financing
  activities............   25,008   (1,277)          (943)           (6,059)           47,822
OTHER FINANCIAL DATA:
 EBITDA(2).............. $ 14,136  $ 4,051  $       6,656     $       9,048    $        2,814
OPERATING DATA:(3)
 Supply boats:
   Average number of
    vessels.............     18.2     16.0           16.0              16.0              16.0               16.0
     180 feet and above.     18.2     12.3           13.0              12.0              12.0               12.0
     165 feet...........       --      3.7            3.0               4.0               4.0                4.0
   Average vessel
    utilization rate(4).       93%      75%            78%               77%               90%                85%
     180 feet and above.       93%      86%            89%               83%               89%                92%
     165 feet...........       --       36%            32%(5)            59%               95%                64%
   Average vessel day
    rate(6)............. $  4,302  $ 2,957  $       3,060     $       3,057    $        3,253      $       2,833
 Lift boats:
   Average number of
    vessels.............      6.0      6.0            5.9               5.0               5.0                5.0
   Average vessel
    utilization rate(4).       66%      44%            45%               57%               57%                70%
   Average vessel day
    rate(6)............. $  4,805  $ 4,633  $       4,656     $       5,017    $        4,970      $       4,735
 Crew/line handling
  boats:(7)
   Average number of
    vessels.............     22.8     17.0           16.8              22.3              23.0               24.0
   Average vessel
    utilization rate(4).       95%      82%            85%               82%               91%                93%
   Average vessel day
    rate(6)............. $  1,547  $ 1,464  $       1,480     $       1,465    $        1,500      $       1,401
</TABLE>
 
                                       6
<PAGE>
 
<TABLE>   
<CAPTION>
                                                     SEPTEMBER 30, 1996
                                             -----------------------------------
                                             ACTUAL  PRO FORMA(8) AS ADJUSTED(9)
                                             ------- ------------ --------------
<S>                                          <C>     <C>          <C>
BALANCE SHEET DATA:
 Working capital...........................  $ 7,285   $  7,285      $  7,285
 Property and equipment, net...............   68,750    100,800       100,800
 Total assets..............................   87,878    119,928       119,928
 Long-term debt............................   10,000     40,500         8,610
 Stockholders' equity......................   65,870     65,870        97,760
</TABLE>    
--------
(1) Reflects the historical results of operations of the Company for the two
    months ended December 31, 1993 and the historical results of operations of
    the vessels acquired by the Company from Chrysler on October 29, 1993, for
    the ten months ended October 28, 1993. Accordingly, interest expense, other
    income, net, income tax expense, depreciation and amortization and net
    income are not presented for such vessels because such items would be based
    on Chrysler's historical costs and borrowings and are not relevant to the
    ongoing results of the Company. See Note 1 of the notes to the Company's
    consolidated financial statements.
 
(2) As used herein, EBITDA is operating income plus depreciation and
    amortization of marine inspection costs. EBITDA is frequently used by
    security analysts and is presented here to provide additional information
    about the Company's operations. EBITDA should not be considered as an
    alternative to net income as an indicator of the Company's operating
    performance or as an alternative to cash flows as a better measure of the
    Company's liquidity.
 
(3) Operating data includes neither the ten supply boats acquired by the
    Company in September and October 1996 nor the Stones River.
 
(4) Average utilization rates are average rates for all vessels based on a 365-
    day year. Vessels are considered utilized when they are being operated or
    mobilized/demobilized under contracts with customers. See "Management's
    Discussion and Analysis of Financial Condition and Results of Operations."
 
(5) 1995 utilization of 165-foot supply boats was lower due primarily to the
    Company's capital upgrade program, which resulted in approximately 500 lost
    available vessel days while the vessels were being lengthened and upgraded.
 
(6) Average day rates are the average of revenue per day per vessel under
    contract.
 
(7) Average utilization and day rates for all line handling vessels reflect the
    contract rates for the Company's unconsolidated Brazilian operating
    company.
 
(8) Pro Forma to reflect the acquisition of seven supply boats in October 1996
    and $30.5 million in borrowings under the Company's Bank Credit Facility
    (as defined herein) to finance a portion of the purchase price.
   
(9) As adjusted to give effect to the Offering (at an assumed offering price of
    $40 per share) and the application of the estimated net proceeds as
    described under "Use of Proceeds."     
 
                                       7
<PAGE>
 
                                 RISK FACTORS
 
  An investment in the Common Stock offered hereby involves a high degree of
risk. Prospective investors should carefully consider the following risk
factors, in addition to the other information contained in this Prospectus.
 
INDUSTRY VOLATILITY; GEOGRAPHIC CONCENTRATION
 
  The Company's operations depend on levels of activity in offshore oil and
gas exploration, development and production, particularly in the Gulf where
the majority of the Company's operations are conducted. The level of
exploration and development activity has traditionally been volatile as a
result of fluctuations in oil and gas prices and their uncertainty in the
future. A significant or prolonged reduction in oil or natural gas prices in
the future would likely depress offshore drilling and development activity and
reduce the demand for the Company's marine support services. A substantial
reduction of activity in the Gulf could have a material adverse effect on the
Company's financial condition and results of operations. See "Business--The
Industry."
 
COMPETITION
 
  The Company's business is highly competitive. Competition in the marine
support services industry primarily involves factors such as (i) price,
service and reputation of vessel operators and crews, (ii) the availability of
vessels of the type and size needed by the customer and (iii) the quality of
equipment. In the Gulf, the Company competes with both large and small
companies. Certain of these competitors have significantly greater financial
resources than the Company. In addition, certain of the Company's competitors
are building new specialized supply boats greater than 200 feet in length,
crew boats greater than 120 feet in length and lift boats with leg lengths in
excess of 200 feet. Continued new construction of supply, crew and lift boats
by the Company's competitors and redeployment of existing vessels to the Gulf
could increase the levels of competition within these vessel classes. See
"Business--Competition."
 
OPERATING RISKS AND INSURANCE
 
  Marine support vessels are subject to operating risks such as catastrophic
marine disaster, adverse weather conditions, mechanical failure, collisions,
oil and hazardous substance spills and navigation errors. The occurrence of
any of these events may result in damage to or loss of Company vessels and
such vessels' tow or cargo or other property and injury to passengers and
personnel. Such occurrences may also result in a significant increase in
operating costs or liability to third parties. See "--Government Regulation."
The Company maintains insurance coverage against certain of these risks, which
management considers to be customary in the industry. There can be no
assurance, however, that the Company's existing insurance coverage can be
renewed at commercially reasonable rates or that such coverage will be
adequate to cover future claims that may arise. See "Business--Insurance."
 
GOVERNMENT REGULATION
 
  The Company's operations are materially affected by federal, state and local
regulation, as well as certain international conventions and private industry
organizations. These regulations govern worker health and safety and the
manning, construction and operation of vessels. These organizations establish
safety criteria and are authorized to investigate vessel accidents and
recommend approved safety standards. The failure to comply with the
requirements of any of these laws or the rules or regulations of these
agencies and organizations could have a material adverse effect on the
Company. See "Business--Government Regulation."
 
  The Company's operations also are subject to federal, state and local laws
and regulations which control the discharge of pollutants into the environment
and which otherwise relate to environmental
 
                                       8
<PAGE>
 
protection. Substantial costs may be incurred in complying with such laws and
regulations, and noncompliance can subject the Company to substantial
liabilities. There can be no assurance that such costs and liabilities will
not be incurred. The Company's operations are subject to the Outer Continental
Shelf Lands Act, and regulations promulgated thereunder, which regulate the
activities of offshore service vessels, require vessel owners and operators to
demonstrate financial and operational responsibility and provide for certain
limitations on the liability of vessel owners and operators. The Company's
operations are also subject to the Federal Water Pollution Control Act of
1972, as amended, which imposes strict controls against the discharge of oil
and other pollutants into surface waters within its jurisdiction. Any
hazardous substances transported by the Company are subject to regulation
under the Resource Conservation and Recovery Act and the Hazardous Materials
Transportation Act. Numerous other environmental laws and regulations also
apply to the operations of the Company, and such laws and regulations are
subject to frequent change. The Company's insurance policies provide coverage
for accidental occurrence of seepage and pollution or clean-up and containment
of the foregoing.
 
  Any violation of such laws or regulations could result in significant
liability to the Company, and any amendment to such laws or regulations that
mandates more stringent compliance standards would likely cause an increase in
the Company's vessel maintenance expenses. See "Business--Environmental
Regulations."
 
SEASONALITY
 
  Marine operations conducted in the Gulf are seasonal and depend, in part, on
weather conditions. Historically, Trico has enjoyed its highest utilization
rates during the second and third quarters, as mild weather provides favorable
conditions for offshore exploration, development and construction. Utilization
rates typically have reached their lowest levels in the first quarter, when
offshore marine activity generally declines as oil and gas companies complete
internal annual exploration budget reviews. Adverse weather conditions during
the winter months generally curtail offshore development operations and can
particularly impact lift boat utilization rates. Accordingly, the results of
any one quarter are not necessarily indicative of annual results or continuing
trends. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
 
AGE OF FLEET
 
  Because of overcapacity within the marine support services industry on a
worldwide basis, there has been no significant construction of supply boats
since 1983. As of October 15, 1996, the average age of the Company's vessels
(based on the date of construction) was approximately 16 years. Management
believes that after a vessel has been in service for approximately 30 years,
repair, vessel certification and maintenance costs may become no longer
economically justifiable. There can be no assurance that the Company will be
able to maintain its fleet by extending the economic life of existing vessels
through major refurbishment or by acquiring new or used vessels. See
"Business--The Company's Fleet."
 
INTERNATIONAL OPERATIONS
 
  The Company's international operations are subject to a number of risks
inherent with any business operating in foreign countries. These risks
include, among others, political instability, potential vessel seizure,
nationalization of assets, currency restrictions and exchange rate
fluctuations, import-export quotas and other forms of public and governmental
regulation, all of which are beyond the control of the Company. Historically,
the Company's operations have not been affected materially by such conditions
or events, but if the Company's international operations expand, the exposure
to these risks will also increase. Although it is impossible to predict the
nature and the likelihood of any events of these types, if such an event
should occur, it could have a material adverse effect on the Company's
financial condition and results of operations.
 
                                       9
<PAGE>
 
LIMITATIONS ON FOREIGN OWNERSHIP OF COMPANY STOCK
 
  Under the Merchant Marine Act of 1920, as amended, if persons other than
U.S. citizens own in the aggregate in excess of 25% of the Company's
outstanding stock, the Company's U.S. flagged vessels would lose the privilege
of engaging in the transportation of merchandise in the U.S. coastwise trade.
To assure the Company's continued ability to engage in U.S. coastwise trade,
the Company's certificate of incorporation contains provisions designed to
assure that not more than 24% of the outstanding shares of Common Stock are
owned by persons who are not U.S. citizens. The certificate of incorporation
provides that any transfer or purported transfer of shares of Common Stock
that would result in the ownership by persons who are not U.S. citizens of
more than 24% of the then outstanding shares of Common Stock will not become
effective against the Company, and the Company has the power to deny voting
and dividend rights with respect to such shares. See "Business--Government
Regulation" and "Description of Capital Stock--Certain Charter and By-Law
Provisions."
 
DEPENDENCE ON KEY PERSONNEL
 
  The Company depends on the continued services of Thomas E. Fairley, its
Chairman of the Board and Chief Executive Officer, Ronald O. Palmer, its
Executive Vice President, Victor M. Perez, its Chief Financial Officer, and
other key management personnel. The loss of any of these persons could
adversely affect the Company's operations. See "Management."
 
DIVIDENDS
 
  The Company presently intends to retain any earnings to meet its working
capital requirements and finance the expansion of its business operations.
Therefore, the Company does not plan to pay cash dividends to its stockholders
in the foreseeable future. See "Dividend Policy."
 
 
                                USE OF PROCEEDS
   
  The estimated net proceeds to the Company from the Offering (at an assumed
offering price of $40 per share), after deducting the estimated underwriting
discounts and commissions and expenses of the offering, will be approximately
$31.9 million.     
 
  The Company intends to use the net proceeds of the Offering to repay
indebtedness incurred under its revolving credit facility with First National
Bank of Boston, Hibernia National Bank and First National Bank of Commerce
(the "Bank Credit Facility") in connection with the Company's recent
acquisition of ten supply boats. See "Capitalization" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources."
   
  As of October 31, 1996, after giving effect to the Offering and the use of
proceeds therefrom, the Company had approximately $8.6 million in outstanding
indebtedness under the Bank Credit Facility, which provides a revolving line
of credit of $50.0 million. The Bank Credit Facility matures in October 2002
and bears interest at LIBOR plus 1 1/2% per annum (currently approximately
7%), with a fee of 3/8% per annum on the undrawn portion. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources."     
 
  The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.
 
                                      10
<PAGE>
 
                          PRICE RANGE OF COMMON STOCK
 
  The Common Stock is traded on the Nasdaq National Market under the symbol
"TMAR." The following table sets forth the high and low closing sales prices
per share of the Common Stock, as reported by the Nasdaq National Market for
each fiscal quarter since trading in the Common Stock began on May 16, 1996.
 
<TABLE>       
<CAPTION>
                                1996                            HIGH    LOW
                                ----                            ----    ----
      <S>                                                       <C>     <C>
      Second Quarter
       (commencing May 16, 1996)............................... $23 1/2 $19 3/4
      Third Quarter............................................  30 1/2  21 1/2
      Fourth Quarter
       (through November 15, 1996).............................   40     29 1/2
</TABLE>    
   
  On November 15, 1996, the last reported sales price of the Common Stock on
the Nasdaq National Market was $40 per share. On November 15, 1996, there were
40 record holders of the Common Stock.     
 
                                DIVIDEND POLICY
 
  The Company presently intends to retain its earnings to meet its working
capital requirements and finance the expansion of its business operations.
Therefore, the Company does not plan to pay cash dividends to its stockholders
in the foreseeable future. In addition, the Bank Credit Facility contains
provisions that prohibit the Company from paying dividends on its Common
Stock. The Company is also a holding company which conducts its business
through its two principal subsidiaries. As a result, the Company's cash flow
and consequent ability to make dividend payments primarily depend on the
earnings and cash flow of its subsidiaries and on dividends and other payments
therefrom. Any future determination to pay cash dividends will be made by the
Board of Directors in light of the Company's earnings, financial position,
capital requirements, credit agreements and such other factors as the Board of
Directors deems relevant at that time. See "Risk Factors--Dividends."
 
                                      11
<PAGE>
 
                                CAPITALIZATION
   
  The following table sets forth the consolidated unaudited capitalization of
the Company at September 30, 1996, and on a pro forma basis giving effect to
the $30.5 million borrowed under the Bank Credit Facility in October 1996 to
fund a portion of the purchase price of seven supply boats and as adjusted to
give effect to the sale of the Common Stock offered hereby (at an assumed
offering price of $40 per share) and the application of the proceeds thereof
as described under "Use of Proceeds." The information in the table should be
read in conjunction with the Company's consolidated financial statements and
notes thereto included elsewhere herein.     
 
<TABLE>   
<CAPTION>
                                                      SEPTEMBER 30, 1996
                                                 -------------------------------
                                                 ACTUAL   PRO FORMA  AS ADJUSTED
                                                 -------  ---------  -----------
                                                    (DOLLARS IN THOUSANDS)
<S>                                              <C>      <C>        <C>
Long-term debt, including current maturities:
  Bank Credit Facility.......................... $10,000  $ 40,500      $8,610
                                                 -------  --------    --------
Stockholders' equity:
  Preferred stock, $.01 par value per share;
   5,000,000 shares authorized; no shares
   outstanding..................................      --        --          --
  Common stock, $.01 par value per share;
   15,000,000 shares authorized; 6,883,471
   issued and 6,811,439 outstanding (actual),
   and 7,733,471 shares issued and 7,661,439
   outstanding (pro forma and as adjusted)(1)...      69        69          78
  Additional paid-in capital....................  61,486    61,486      93,367
  Retained earnings.............................   4,316     4,316       4,316
  Treasury stock (72,032 shares)................      (1)       (1)         (1)
                                                 -------  --------    --------
    Total stockholders' equity..................  65,870    65,870      97,760
                                                 -------  --------    --------
Total capitalization............................ $75,870  $106,370    $106,370
                                                 =======  ========    ========
</TABLE>    
--------
   
(1) Gives effect to the Offering, but does not include an aggregate of 804,032
    shares of Common Stock issuable upon exercise of outstanding options. See
    "Management--Stock Incentive Plans."     
 
                                      12
<PAGE>
 
              SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
 
  The following table sets forth selected consolidated financial and operating
data for the dates and periods indicated. The financial information for each
of the years ended December 31, 1995 and 1994 and the two month period ended
December 31, 1993 and as of December 31, 1995, 1994 and 1993 is derived from
the Company's audited consolidated financial statements and notes thereto. The
selected consolidated financial data as of September 30, 1996 and 1995 and for
the nine month periods then ended are derived from the unaudited consolidated
statements of the Company for such periods. In the opinion of management, the
unaudited financial statements of the Company reflect all adjustments
(consisting of only normal recurring adjustments) necessary for fair
presentation of the financial condition and results of operations for these
periods. The financial information for the ten month period ending October 28,
1993 and each of the years ended December 31, 1992 and 1991 reflects operating
results for the vessels acquired by the Company from Chrysler in October 1993.
This information should be read in conjunction with the consolidated financial
statements and notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
 
<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                            ---------------------------------------------------------
                            NINE MONTHS                                    TEN MONTHS
                               ENDED                           TWO MONTHS    ENDED
                           SEPTEMBER 30,                         ENDED      OCTOBER
                          ----------------                    DECEMBER 31,    28,
                           1996     1995     1995     1994      1993(1)     1993(1)   1992(1) 1991(1)
                          -------  -------  -------  -------  ------------ ---------- ------- -------
                            (UNAUDITED)     (FINANCIAL DATA IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                       <C>      <C>      <C>      <C>      <C>          <C>        <C>     <C>
INCOME STATEMENT DATA:
Total revenues..........  $32,885  $18,915  $26,698  $29,034    $ 6,145     $26,871   $17,988 $22,992
Direct operating
 expenses:
 Direct labor and other
  operating expenses....   15,640   12,050   16,520   16,458      2,952      15,509    12,611  13,412
 Management fees........      674      444      468      707         90       1,002       749     788
 General and
  administrative........    2,224    1,909    2,509    2,057        256       1,412     1,338   1,404
 Amortization of marine
  inspection costs......    1,432      672    1,930    1,490        222       1,176     1,099   1,041
 Other..................      211      461      545      764         33         875       367      22
                                                                            -------   ------- -------
 Revenues less direct
  operating expenses....       --       --       --       --         --     $ 6,897   $ 1,824 $ 6,325
                                                                            =======   ======= =======
Depreciation............    2,861    2,833    2,740    2,786        502
                          -------  -------  -------  -------    -------
Operating income........    9,843      546    1,986    4,772      2,090
Interest expense........    1,710    2,884    3,850    3,767        620
Amortization of deferred
 financing costs........      217      284      381      344         60
Gain on sale of vessels.       (7)    (247)    (244)      --         --
Other income, net.......      (65)     (58)     (32)     (51)        --
Income tax expense
 (benefit)..............    2,788     (774)    (670)     226        564
Extraordinary item, net
 of taxes...............     (917)      --       --       --         --
                          -------  -------  -------  -------    -------
Net income (loss).......    4,283  $(1,503) $(1,299) $   486    $   846
                          =======  =======  =======  =======    =======
Income (loss) per share
 before extraordinary
 item...................  $  0.93  $ (0.49) $ (0.43) $  0.16    $  0.28
Extraordinary item per
 share..................    (0.16)      --       --       --         --
                          -------  -------  -------  -------    -------
Net income (loss) per
 share..................  $  0.77  $ (0.49) $ (0.43) $  0.16    $  0.28
                          =======  =======  =======  =======    =======
Weighted average common
 shares.................    5,586    3,050    3,051    3,010      3,020
                          =======  =======  =======  =======    =======
STATEMENT OF CASH FLOWS
 DATA:
Net cash provided by
 (used in) operating
 activities.............    7,359    5,033  $ 6,411  $ 6,666    $(2,116)
Net cash provided by
 (used in) investing
 activities.............  (31,707)  (4,039)  (6,121)     968    (45,511)
Net cash provided by
 (used in) financing
 activities.............   25,008   (1,277)    (943)  (6,059)    47,822
OTHER FINANCIAL DATA:
EBITDA(2)...............  $14,136  $ 4,051  $ 6,656  $ 9,048    $ 2,814
</TABLE>
 
                                      13
<PAGE>
 
<TABLE>
<CAPTION>
                                                                    1993(1)
                                                            ------------------------
                          NINE MONTHS
                             ENDED        YEAR ENDED         TWO MONTHS  TEN MONTHS
                         SEPTEMBER 30,   DECEMBER 31,          ENDED        ENDED
                         --------------  -----------------  DECEMBER 31, OCTOBER 28,
                          1996    1995    1995       1994       1993        1993
                         ------  ------  ------     ------  ------------ -----------
                            (FINANCIAL DATA IN THOUSANDS, EXCEPT PER SHARE
                                               AMOUNTS)
<S>                      <C>     <C>     <C>        <C>     <C>          <C>
OPERATING DATA:(3)
Supply boats:
 Average number of
  vessels...............   18.2    16.0    16.0       16.0       16.0        16.0
   180 feet and above...   18.2    12.3    13.0       12.0       12.0        12.0
   165 feet.............     --     3.7     3.0        4.0        4.0         4.0
 Average vessel
  utilization rate(4)...     93%     75%     78%        77%        90%         85%
   180 feet and above...     93%     86%     89%        83%        89%         92%
   165 feet.............     --      36%     32%(5)     59%        95%         64%
 Average vessel day
  rate(6)............... $4,302  $2,957  $3,060     $3,057     $3,253      $2,833
Lift boats:
 Average number of
  vessels...............    6.0     6.0     5.9        5.0        5.0         5.0
 Average vessel
  utilization rate(4)...     66%     44%     45%        57%        57%         70%
 Average vessel day
  rate(6)............... $4,805  $4,633  $4,656     $5,017     $4,970      $4,735
Crew/line handling
 boats:(7)
 Average number of
  vessels...............   22.8    17.0    16.8       22.3       23.0        24.0
 Average vessel
  utilization rate(4)...     95%     82%     85%        82%        91%         93%
 Average vessel day
  rate(6)............... $1,547  $1,464  $1,480     $1,465     $1,500      $1,401
</TABLE>
 
<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                         SEPTEMBER 30, ------------------------
                                             1996       1995     1994    1993
                                         ------------- -------  ------- -------
                                                    (IN THOUSANDS)
<S>                                      <C>           <C>      <C>     <C>
BALANCE SHEET DATA:
 Working capital (deficit), including
  current maturities of long-term debt.     $ 7,285    $  (844) $ 1,550 $(2,704)
 Property and equipment, net...........      68,750     39,264   38,508  45,191
 Total assets..........................      87,878     52,113   51,419  55,207
 Long-term debt........................      10,000     36,780   35,452  37,560
 Stockholders' equity..................      65,870      5,712    7,002   6,450
</TABLE>
--------
(1) Reflects the historical results of operations of the Company for the two
    months ended December 31, 1993 and the historical results of operations
    for the vessels acquired from Chrysler on October 29, 1993, for the ten
    months ended October 28, 1993 and each of the years ended December 31,
    1992 and 1991. Accordingly, interest expense, other income, net, income
    tax expense, depreciation and amortization and net income are not
    presented for such vessels because such items would be based on Chrysler's
    historical cost and borrowings and are not relevant to the ongoing results
    of the Company. See Note 1 to the Company's consolidated financial
    statements.
(2) As used herein, EBITDA is operating income plus depreciation and
    amortization of marine inspection costs. EBITDA is frequently used by
    security analysts and is presented here to provide additional information
    about the Company's operations. EBITDA should not be considered as an
    alternative to net income as an indicator of the Company's operating
    performance or as an alternative to cash flows as a better measure of the
    Company's liquidity.
(3) Operating data includes neither the ten supply boats acquired by the
    Company in September and October 1996 nor the Stones River.
(4) Average utilization rates are average rates for all vessels based on a
    365-day year. Vessels are considered utilized when they are being operated
    or being mobilized/demobilized under contracts with customers. See
    "Management's Discussion and Analysis of Financial Condition and Results
    of Operations."
(5) 1995 utilization of 165-foot supply boats was lower due primarily to the
    Company's capital upgrade program, which resulted in approximately 500
    lost available vessel days while the vessels were being lengthened and
    upgraded.
(6) Average day rates are the average of revenue per day per vessel under
    contract.
(7) Average utilization and day rates for all line handling vessels reflect
    the contract rates for the Company's unconsolidated Brazilian operating
    company.
 
                                      14
<PAGE>
 
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
GENERAL
 
  The Company's results of operations are affected primarily by day rates and
fleet utilization. While marine support vessels service existing oil and gas
production platforms as well as exploration and development activities,
incremental demand depends primarily upon the level of drilling activity,
which in turn is related to both short-term and long-term trends in oil and
gas prices. As a result, trends in oil and gas prices may significantly affect
utilization and day rates. Due to the Company's concentration in the Gulf,
where natural gas comprises approximately 70% of oil and gas production, the
Company's activities are more affected by the price of natural gas than oil.
Generally, a decline in gas prices has led historically to a reduction in
offshore drilling and lower demand for offshore vessels. Recently, however,
this relationship has been less pronounced due to a number of industry trends,
including advances in technology that have increased drilling success rates
and efficiency and vessel attrition. In addition, over the past two years the
Company has expanded and reconfigured its fleet to more effectively service
market demand and improve its profitability. The following table sets forth
(i) average U.S. natural gas prices, (ii) the average number of offshore rigs
under contract in the Gulf, (iii) vessel utilization rates for the Company and
(iv) vessel day rates for the Company for the periods indicated.
 
<TABLE>
<CAPTION>
                                                      1995                         1996
                                           ------------------------------  ----------------------
                          1993(1)   1994   QTR. 1  QTR. 2  QTR. 3  QTR. 4  QTR. 1  QTR. 2  QTR. 3
                          -------  ------  ------  ------  ------  ------  ------  ------  ------
<S>                       <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
U.S. natural gas
 prices(2)..............  $ 2.12   $ 1.92  $ 1.51  $ 1.63  $ 1.54  $ 2.06  $ 3.44  $ 2.45   $2.18
Rigs under contract in
 the Gulf(3)............     112      126     120     127     131     142     139     148     149
Average Company vessel
 utilization rate:(4)
 Supply boats (total)...      86%      77%     79%     69%     76%     87%     88%     98%     93%
 Supply boats (180 feet
  and above)............      92%      83%     88%     84%     86%     95%     88%     98%     93%
 Supply boats (165
  feet)(5)..............      70%      59%     52%     25%     28%     --      --      --      --
 Lift boats.............      68%      57%     42%     41%     48%     49%     58%     64%     77%
 Crew/line handling
  boats(6)..............      92%      82%     75%     83%     88%     95%     96%     93%     96%
Average Company vessel
 day rate:(7)
 Supply boats...........  $2,899   $3,057  $2,981  $2,771  $3,101  $3,322  $3,415  $4,256  $5,018
 Lift boats.............   4,752    5,017   4,624   4,735   4,523   4,718   4,840   4,591   4,954
 Crew/line handling
  boats(6)..............   1,413    1,465   1,505   1,421   1,470   1,521   1,530   1,525   1,579
</TABLE>
--------
(1) Reflects the historical operating statistics of the Company for the two
    months ended December 31, 1993 and for the vessels acquired by the Company
    from Chrysler on October 29, 1993, for the ten months ended October 28,
    1993.
(2) Average Henry Hub cash price in $/MMBtu, as reported in Natural Gas Week.
(3) Average Gulf of Mexico mobile offshore rig count, as reported by Offshore
    Data Services.
(4) Average vessel utilization rate for the Company is calculated by dividing
    the total number of days for which a vessel is under contract in a period
    by the total number of days in such period.
(5) Following the completion of the 1995 capital upgrade program, all of the
    Company's supply boats were at least 180 feet in length. Subsequent to
    June 30, 1996, the Company purchased two fleets totalling ten supply boats
    which included two supply boats under 180 feet in length.
(6) Average utilization and day rates for all line handling vessels reflect
    the contract rates for the Company's unconsolidated Brazilian operating
    company.
(7) Average vessel day rate for the Company is calculated by dividing a
    vessel's total period revenues by the total number of days such vessel was
    under contract during such period.
 
  The Company's day rates and utilization rates are also affected by the size,
configuration and capabilities of the Company's fleet. In the case of supply
boats, the deck space and liquid mud and
 
                                      15
<PAGE>
 
dry bulk cement capacity are important attributes. For crew boats, size and
speed are important factors, and in the case of lift boats, longer leg length
and greater crane capacity add versatility and marketability. During 1994 and
1995, the Company reconfigured its fleet by disposing of several small crew
boats (100 feet) and other vessels, the majority of which were sold to
operators outside the marine support industry.
 
  Since the Company's initial public offering in May 1996, the Company has
acquired 14 supply boats for $54.6 million. In May 1996, the Company acquired
four supply boats for $11.0 million with a portion of the proceeds of the
initial public offering. In September and October 1996, the Company acquired
in two separate transactions a total of ten supply boats for $43.6 million.
These acquisitions, coupled with the acquisition in March 1996 of the Stones
River, which will be available for service in the beginning of 1997, have
increased the Company's supply boat fleet from 16 at the end of 1995 to 31. In
addition, the Company executed definitive agreements in October 1996 to
purchase three additional supply boats for $11.45 million, which management
anticipates will be acquired in December 1996.
 
  The Company's operating costs primarily are a function of fleet size and
utilization levels. The most significant direct operating costs are wages paid
to vessel crews, maintenance and repairs and marine insurance. Generally,
increases or decreases in vessel utilization only affect that portion of the
Company's direct operating costs that is incurred when the vessels are active.
As a result, direct operating costs as a percentage of revenues may vary
substantially due to changes in day rates and utilization.
 
  In addition to these variable costs, the Company incurs fixed charges
related to the depreciation of its fleet and costs for the routine drydock
inspection, maintenance and repair designed to ensure compliance with U.S.
Coast Guard regulations and to maintain American Bureau of Shipping ("ABS")
certification for its vessels. Maintenance and repair expense and marine
inspection amortization charges are generally determined by the aggregate
number of drydockings and other repairs undertaken in a given period. Costs
incurred for drydock inspection and regulatory compliance are capitalized and
amortized over the period between such drydockings, typically two to three
years.
 
                                      16
<PAGE>
 
RESULTS OF OPERATIONS
 
  The table below sets forth by vessel class, the average day and utilization
rates for the Company's vessels and the average number of vessels owned during
the periods indicated. The ten supply boats acquired by the Company in
September and October 1996 and the Stones River are not included in the
financial or operating data for the periods presented below.
 
<TABLE>
<CAPTION>
                                          NINE MONTHS
                                             ENDED       YEAR ENDED DECEMBER
                                         SEPTEMBER 30,           31,
                                         --------------  ----------------------
                                          1996    1995    1995    1994   1993(1)
                                         ------  ------  ------  ------  ------
<S>                                      <C>     <C>     <C>     <C>     <C>
Average vessel day rates:
  Supply boats.......................... $4,302  $2,957  $3,060  $3,057  $2,899
  Lift boats............................  4,805   4,633   4,656   5,017   4,752
  Crew/line handling boats(2)...........  1,547   1,464   1,480   1,465   1,413
Average vessel utilization rate:
  Supply boats..........................     93%     75%     78%     77%     86%
  Supply boats (180 feet and above).....     93%     86%     89%     83%     92%
  Supply boats (165 feet)...............     --      36%     32%     59%     70%
  Lift boats............................     66%     44%     45%     57%     68%
  Crew/line handling boats(2)...........     95%     82%     85%     82%     92%
Average number of vessels:
  Supply boats..........................   18.2    16.0    16.0    16.0    16.0
  Lift boats............................    6.0     6.0     5.9     5.0     5.0
  Crew/line handling boats..............   22.8    17.0    17.8    22.3    25.9
Total available vessel days:(3)
  Supply boats..........................  4,654   3,701   4,999   5,464   5,456
  Lift boats............................  1,386   1,406   1,843   1,626   1,475
  Crew/line handling boats..............  5,966   4,429   5,896   7,440   8,794
                                         ------  ------  ------  ------  ------
Total available vessel days............. 12,006   9,536  12,738  14,530  15,725
                                         ======  ======  ======  ======  ======
</TABLE>
--------
(1) Reflects the historical operating statistics of the Company for the two
    months ended December 31, 1993 and for the vessels acquired by the Company
    from Chrysler on October 29, 1993, for the ten months ended October 28,
    1993.
(2) Average utilization and day rates for all line handling vessels reflect
    the contract rates for the Company's unconsolidated Brazilian operating
    company.
(3) Total available vessel days are the total days that vessels are available
    for charter and not being drydocked, repaired or upgraded.
 
 Comparison of Nine Months Ended September 30, 1996 and 1995
 
  Revenues for the nine months ended September 30, 1996 were $32.9 million, an
increase of 73.9% compared to $18.9 million in revenues for the nine months
ended September 30, 1995. This increase was primarily due to the strong
improvement in average day rates and utilization for the Company's supply
boats, the increase in utilization for the Company's lift boats and the growth
in the Company's vessel fleet, both in the Gulf and offshore Brazil.
 
  All classes of vessels in the Company's fleet reported higher utilization
during the first nine months of 1996 compared to the same period in 1995. The
greatest increase in utilization was experienced by the Company's supply boats
and lift boats. Supply boat utilization averaged 93% for the period, up from
75% for the same period in 1995. Supply boat day rates for the first nine
months increased 45.5% to $4,302 compared to $2,957 for the comparable 1995
period. These increases reflect improved market conditions in the Gulf and the
substantial downtime incurred in 1995 for the vessel upgrade program.
 
                                      17
<PAGE>
 
  During 1995, the Company began and completed a major capital upgrade program
in which three of the Company's supply boats were lengthened from 165 feet to
180, one was lengthened from 165 feet to 190 feet, and the boats' capacities
for liquid mud and bulk cargo was increased. Additionally, the Company rebuilt
and lengthened a crew boat which was placed in service late in 1995. In May
1996, with proceeds from the initial public offering, the Company also
acquired four supply boats located in the Gulf.
 
  Utilization of the Company's lift boats increased to 66% for the nine months
ended September 30, 1996, from 44% during the same period in 1995. The lift
boats experienced unusually low utilization in 1995 due to drydocking related
downtime and weak market conditions which existed in the first half of 1995.
The Company's lift boats are operated by Power Offshore, Inc. ("Power
Offshore"), a leading operator of lift boats in the Gulf. Management and
incentive fees payable to Power Offshore in the first nine months of 1996
totaled $674,000 as compared to $444,000 for the same period in 1995. See
"Business--Lift Boat Management."
 
  Utilization of the crew boats and line handling vessels increased to 95% for
the nine months ended September 30, 1996, compared to 82% during the same
period in 1995, due to the improved market conditions in the Gulf for the crew
boats, and the addition in March 1996 of eight line handling vessels working
under long-term charters offshore Brazil.
 
  During the first nine months of 1996, direct vessel operating expenses
increased to $16.5 million from $13.0 million during the same period in 1995,
due to the expanded vessel fleet and increased labor, repair and maintenance
costs. Due to the increase in revenues, direct vessel operating expenses
decreased as a percentage of revenues from 68.5% to 50.2% during the first
nine months of 1996.
 
  Depreciation expense increased to $2.9 million during the first nine months
of 1996 from $2.8 million for the comparable 1995 period due to the expanded
vessel fleet, the effect of which was partially offset by increased
depreciation in 1995 caused by the allocation of a portion of the 1993 vessel
acquisition costs to assets which have short depreciable lives and were fully
depreciated in the second quarter of 1995. Amortization of marine inspection
costs increased to $1.4 million during the first nine months of 1996 from
$672,000 in the comparable 1995 period, due to the amortization of increased
drydocking and marine inspection costs.
 
  General and administrative expense increased to $2.2 million during the nine
months ended September 30, 1996 from $1.9 million during the same period in
1995 due to the additional personnel needed in connection with the growth in
the Company's vessel fleet and Brazilian operations. General and
administrative expenses, as a percentage of revenues, decreased from 10.1%
during the first nine months of 1995 to 6.8% of revenues in the corresponding
1996 period as the increase in revenues and additions to the vessel fleet did
not require proportionate increases in administrative expenses.
 
  Interest expense decreased to $1.7 million for the first nine months of
1996, from $2.8 million for the first nine months of 1995. The decrease in
interest expense was due to the prepayment of all borrowings under the
Company's previous bank credit facility in May 1996 with a portion of the
proceeds from the public offering. Average bank debt outstanding decreased to
$15.2 million for the first nine months of 1996, compared to $26.7 million for
the first nine months of 1995. In the nine month period of 1995 the Company
recorded gains on the sales of certain crew boats of $247,000.
 
  In the first nine months of 1996, the Company had income tax expense of $2.8
million compared to an income tax benefit of $774,000 in the 1995 period.
 
                                      18
<PAGE>
 
  As a result of the prepayment of all debt outstanding under the Company's
previous bank credit facility and its subordinated debt in the second quarter
of 1996, the Company recorded an extraordinary charge of $917,000, net of
taxes of $494,000, for the write-off of unamortized debt issuance costs.
 
 Comparison of Year Ended December 31, 1995 to Year Ended December 31, 1994
 
  The Company's revenues declined 8.0% to $26.7 million in 1995, compared to
$29.0 million in 1994. This decrease was primarily due to a reduction in the
number of total days that the Company's vessels were available for work due to
the Company's capital upgrade program, lower lift boat utilization and the
reduction in the size of the fleet of crew boats. Total available vessel days,
which are the total days vessels are available for charter and not being
drydocked, repaired or upgraded, decreased 14.6% from a total of 14,530 in
1994 to 12,425 in 1995. During 1995, four of the Company's supply boats were
temporarily removed from service, drydocked and lengthened from 165 feet to
180 feet or greater as part of the Company's capital upgrade program.
Available vessel days were also reduced by the sale of several small crew
boats during 1994 and 1995 as part of the Company's strategy to focus on
larger, more profitable vessels. Management believes that the larger crewboats
(110 feet and above) and the larger supply boats (180 feet and above) tend to
be more profitable, as they command higher day rates and enjoy higher
utilization rates than the smaller vessels, with approximately the same
operating costs. Management also believes that the larger supply boats are
less vulnerable to decreases in utilization during market downturns. Average
utilization for the 180 foot and larger supply boats was 89.0% in 1995 as
compared to 78.0% for the entire supply boat fleet.
 
  The Company's lift boats experienced unusually low utilization rates in 1995
due to weather-related downtime from an abnormally large number of tropical
storms and hurricanes which entered the Gulf during the year. The reduction in
the average day rates for the lift boats was due to the acquisition of a sixth
lift boat at the beginning of the fiscal year which was smaller than other
lift boats in the fleet, thereby commanding a lower day rate. Management and
incentive fees paid to Power Offshore in 1995 totalled $468,000 as compared to
$707,000 for the year ended December 31, 1994 due to the lower level of
revenues and operating income for the lift boats during the year.
 
  Direct labor and other operating expenses were unchanged from 1995 to 1994
at $16.5 million (61.9% and 56.7% of revenues, respectively). Generally,
direct operating expenses do not change in direct proportion to revenues
because vessel day rates may increase or decrease without corresponding
changes in operating expenses.
 
  Depreciation expense decreased slightly from $2.8 million in 1994 to $2.7
million in 1995, as the capital improvements made on the Company's vessels and
the acquisition of a lift boat at the beginning of the year were offset by the
sale of several vessels in 1994 and 1995. Amortization of marine inspection
costs increased 29.5% in 1995 to $1.9 million from $1.5 million in the prior
year due to the increase in drydocking and marine inspection costs for the
year.
 
  General and administrative expenses rose 22.0% from $2.1 million in 1994
(7.1% of revenues) to $2.5 million (9.4% of revenues) in 1995 because of an
increase in administrative and other shore-based personnel in anticipation of
higher activity levels, and personnel required to support the Company's
capital upgrade program and on-going operations.
 
  Interest expense from the Company's bank debt was $2.7 million in 1995 as
compared to $2.8 million in 1994, due to lower average bank debt outstanding
of $26.6 million in 1995, as compared to $30.5 million in 1994, and $278,000
in compensation received for the early termination of an interest rate swap
arrangement. While the Company repaid $5.3 million of outstanding indebtedness
during the year, additional bank borrowings of $4.5 million were used to
partially fund the Company's 1995 capital upgrade program and the acquisition
of a lift boat. Interest expense on the 9% subordinated notes increased from
$1.0 million to $1.1 million. In 1995 the Company had $381,000 in amortization
expense for deferred financing costs, compared to $344,000 in 1994, from the
1993 vessel acquisition financing.
 
                                      19
<PAGE>
 
  The Company recorded a $670,000 income tax benefit in 1995, as compared to a
$226,000 income tax expense in 1994 due to the loss before income taxes for
the year.
 
 Comparison of Year Ended December 31, 1994 to the Ten Months Ended October
 28, 1993 and Two Months Ended December 31, 1993
 
  The year ended December 31, 1994 reflected the first full year of the
Company's operations after the acquisition of the vessels from Chrysler on
October 29, 1993. Historical results for 1993 for the Company are for the two
months ended December 31, 1993 ("Two Month Period"). Prior to October 29,
1993, historical data represent the 10 month results of operations ("Ten Month
Period") for the vessels acquired from Chrysler. Accordingly, interest
expense, depreciation and amortization are not discussed below for the Ten
Month Period because such items would be based on Chrysler's historical costs
and borrowings and are not relevant to the ongoing results of the Company.
 
  During the year ended December 31, 1994, revenues were $29.0 million,
compared to revenues for the Ten Month Period and the Two Month Period of
$26.9 million and $6.1 million. Vessel direct labor and other operating
expenses in 1994 were $16.5 million, compared to $15.5 million for the Ten
Month Period and $3.0 million for the Two Month Period. Management and
incentive fees paid to Power Offshore totalled $707,000 in 1994 as compared to
$1.0 million and $90,000 for the Ten Month Period and Two Month Period,
respectively.
 
  General and administrative expenses were $2.1 million for 1994, reflecting
the first full year of the Company's operations, compared to $256,000 for the
Two Month Period and $1.4 million for the Ten Month Period.
 
  Amortization expense for drydocking and marine inspection costs were $1.5
million for 1994 compared to $222,000 for the Two Month Period and $1.2
million for the Ten Month Period. Depreciation expense was $2.8 million
compared to $502,000 for the Two Month Period.
 
  Interest expense for 1994 was $3.8 million, consisting of $2.8 million of
interest expense on the Company's bank debt associated with the acquisition of
vessels and $1.0 million in unpaid, deferred interest on the Company's 9%
subordinated notes, compared to $620,000 for the Two Month Period. The Company
had $344,000 in amortization of deferred financing costs in 1994, compared to
$60,000 for the Two Month Period, reflecting the amortization of fees and
expenses in connection with the vessel acquisition financing.
 
LIQUIDITY AND CAPITAL RESOURCES
 
  The Company's strategy has been to reduce its financial leverage incurred in
connection with the 1993 vessel acquisition from Chrysler, while adding value
by reconfiguring, upgrading and expanding its vessel fleet to improve
operating capability. As part of this strategy, in May 1996 the Company
completed its initial public offering which improved the Company's financial
condition by enabling the Company to prepay all of its senior and subordinated
debt, acquire four supply vessels in the Gulf and establish the Bank Credit
Facility, which provides a $50.0 million line of credit that may be used for
additional vessel acquisitions, vessel improvements and working capital. Since
the initial public offering, the Company has acquired 14 supply boats for
$54.6 million.
 
  Funds during the first nine months of 1996 were provided by $48.4 million in
net proceeds from the initial public offering, $6.2 million in borrowings
prior to the initial public offering under the Company's previous bank credit
facility, $10.0 million in borrowings, incurred on September 30, 1996, under
the Bank Credit Facility and $7.4 million in cash provided by operating
activities. During the period, the Company repaid $38.9 million of debt,
including $6.0 million of the 9% subordinated notes, and made capital
expenditures totalling $31.4 million.
 
                                      20
<PAGE>
 
  The Company's cash provided by operating activities increased by $2.4
million in the first nine months of 1996 to $7.4 million, compared to $5.0
million for the first nine months of 1995. This increase was due primarily to
net income of $4.3 million compared to a net loss of $1.5 million for the same
period last year and a $1.4 million non-cash extraordinary charge for the
writeoff of deferred financing costs in the current nine month period. This
increase was offset in part by an increase in accounts receivable and a
reduction in accounts payable.
 
  Capital expenditures in the first nine months of 1996 consisted primarily of
$22.6 million for the acquisition of seven supply vessels in the Gulf, four of
which were acquired in May and three of which were acquired on September 30,
1996, and $4.2 million for the Company's acquisition of line handling boats
and a 40% interest in a marine operating company in Brazil in March 1996.
Other expenditures consisted primarily of U.S. Coast Guard dry docking costs
of $1.3 million, a portion of the acquisition and upgrade costs of the Stones
River and a portion of the initial construction costs of the SWATH vessel. The
Stones River is a 180-foot supply boat, acquired in March 1996, which is being
lengthened to 220 feet and outfitted with bulk capacity of 7,800 cubic feet
and liquid mud capacity of 2,300 barrels. This vessel will be available for
service in the first quarter of 1997 at an estimated total cost of $4.2
million.
 
  During the fiscal year ended December 31, 1995, the Company made $7.5
million in capital expenditures, consisting of approximately $6.0 million for
the upgrade, drydocking and improvement of its vessels and $1.5 million for
the acquisition of a lift boat. The Company also made $5.3 million in required
principal payments on its bank debt. Funds during the period were provided
from the Company's operating activities, which generated approximately $6.4
million, borrowings of $4.5 million under the Company's previous bank credit
facility, and $1.3 million in proceeds from the sale of certain vessels.
 
  In July 1996, the Company entered into the Bank Credit Facility, which was
increased in October and now provides a revolving line of credit up to $50.0
million, matures in October 2002 and bears interest at LIBOR plus 1 1/2% per
annum (currently approximately 7%), with a fee of 3/8% per annum on the
undrawn portion. The Bank Credit Facility is collateralized by certain of the
Company's existing vessels and related assets and requires the Company to
maintain certain financial ratios. In connection with the Company's
acquisition of three supply boats on September 30, 1996, the Company borrowed
$10.0 million under the Bank Credit Facility to fund a portion of the purchase
price and subsequently borrowed $30.5 million in October 1996 to fund a
portion of the purchase price of an additional seven vessels.
 
  The Company was the successful bidder for the contract to build and operate
the SWATH vessel which will be used to transport up to 250 passengers to
offshore platforms for Petrobras under a five-year contract. After successful
model tank tests, construction on the SWATH vessel began in October 1996 and
operations are expected to commence at the end of 1997. The Company plans to
obtain long-term financing for the vessel's $11.0 million cost through the
Maritime Administration's Title XI ship financing program for which the
Company has a pending application.
   
  As of October 31, 1996, after giving effect to the Offering and the use of
proceeds therefrom (assuming an offering price of $40), the Company had
approximately $8.6 million of outstanding indebtedness under the Bank Credit
Facility. The Company believes its capital expenditures for the remainder of
1996 will total approximately $6.1 million, excluding any additional vessel
acquisitions, but including U.S. Coast Guard drydocking costs, the Stones
River upgrade project, a portion of the construction cost of the SWATH vessel,
and the acquisition of a larger docking and maintenance facility in Houma,
Louisiana to replace its present rented facility. See "Business--Vessel
Support Facility." The $11.45 million required to fund the purchase price of
the three additional supply boats the Company agreed to purchase in October
1996 will be provided by borrowings under the Bank Credit Facility and cash
generated from operations. Management anticipates that this acquisition will
close in December 1996. The Company's capital requirements historically have
been for the     
 
                                      21
<PAGE>
 
acquisition of marine vessels, maintenance and improvements to vessels and
debt service. The Company believes that cash generated from operations and
availability under the Bank Credit Facility will provide sufficient funds for
identified capital projects and working capital requirements. However, the
Company's strategy is to acquire other vessel fleets or single vessels in
order to expand its presence both in the Gulf and certain selected
international markets such as Brazil. Depending upon the size of such future
acquisitions, the Company may require additional debt financing, possibly in
excess of its current credit facility, or additional equity.
 
NEW ACCOUNTING STANDARDS
 
  SFAS No. 123, "Accounting for Stock-Based Compensation" was issued in
October 1995 and is effective for fiscal years beginning after December 15,
1995. SFAS No. 123 establishes financial accounting and reporting standards
for stock-based employee compensation plans. This statement requires
transactions to be accounted for based on the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more
reliably measurable. This statement does allow pro forma amounts to be
disclosed by companies which continue to apply the prior accounting provisions
for stock-based compensation. Management has elected to adopt the pro forma
disclosure provisions as of and for the year ended December 31, 1996. The
Company does not believe that implementation of this accounting standard,
which has been issued but is not yet effective, will have a material effect on
the Company's financial position, results of operations or cash flows.
 
FORWARD-LOOKING STATEMENTS
 
  This Prospectus, particularly the sections entitled "Prospectus Summary,"
"Risk Factors," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business," contains certain forward-looking
statements and other statements that are not historical facts concerning,
among other things, market conditions, the demand for marine support services
and future capital expenditures. There can be no assurance that the Company
has accurately identified and properly weighed all of the factors which affect
market conditions and demand for the Company's vessels, that the public
information upon which the Company has relied is accurate or complete or that
the Company's analysis of the market and demand for its vessels is correct
and, as a result, the strategy based on such analysis will be successful. See
"Risk Factors" for a more detailed summary of factors which could affect
future results.
 
                                      22
<PAGE>
 
                                   BUSINESS
 
GENERAL
 
  Trico provides a broad range of marine support services to companies in the
oil and gas industry conducting offshore exploration, production and
construction operations. The Company is a leading operator of marine support
vessels in the Gulf and conducts international operations offshore Brazil.
Since the Company's initial public offering in May 1996, Trico has acquired 14
supply boats at an aggregate cost of $54.6 million. As a result, Trico is now
the third largest owner of supply boats operating in the Gulf with a total
vessel fleet of 62 vessels, including 31 supply boats, six lift boats, 16 crew
boats and nine line handling boats. The Company also executed definitive
agreements in October 1996 to purchase three additional supply boats for
$11.45 million, which management anticipates will be acquired in December
1996. Management believes that the Company's expanded supply boat fleet will
enable it to take further advantage of recent industry-wide increases in
supply boat day rates and utilization in the Gulf. The Company's average
supply boat day rate increased 62% to $5,018 during the three months ended
September 30, 1996 from the comparable 1995 period, while the average
utilization rate increased to 93% from 76%. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
 
  All of Trico's vessels are located in the Gulf with the exception of the
line handling boats that operate under long-term charters offshore Brazil. The
services provided by Trico's diversified fleet include transportation of
drilling materials, supplies and crews to offshore facilities and support for
the construction, installation, maintenance and removal of those facilities.
Trico has focused on providing high quality, responsive service while
maintaining a low cost structure. In addition, the quality of Trico's fleet
and the strength of its experienced management team have allowed the Company
to develop and maintain long-term customer relationships.
 
THE INDUSTRY
 
 Marine Support Vessels
 
  Marine support vessels are primarily used to transport personnel, equipment
and supplies to drilling rigs and to support the construction and ongoing
operation of offshore oil and gas production platforms. The principal services
provided are the transportation of equipment, fuel, water and supplies to
offshore facilities; transfer of personnel between shore bases and offshore
facilities; provision of work platforms and cranes for offshore construction
and towing services for drilling rigs and platforms. The principal types of
vessels operated by the Company and its competitors can be summarized as
follows:
 
  Supply Boats. Supply boats are generally at least 150 feet in length and
serve drilling and production facilities and support offshore construction and
maintenance work. Supply boats are differentiated from other types of vessels
by cargo flexibility and capacity. In addition to transporting deck cargo,
such as pipe or drummed materials, supply boats transport liquid mud, potable
and drilling water, diesel fuel, dry bulk cement and dry bulk mud.
Accordingly, supply boats which have large liquid mud and dry bulk cement
capacity, as well as large areas of open deck space, are generally in higher
demand than vessels without those capabilities. However, other characteristics
such as maneuverability, fuel efficiency, anchor handling ability and
firefighting capacity may also be in demand in certain circumstances. All but
two of the supply boats owned by the Company are at least 180 feet in length.
 
  Lift Boats. Lift boats are self-propelled, self-elevating and self-contained
vessels which can efficiently assist offshore platform construction and well
servicing tasks that traditionally have required the use of larger, more
expensive, mobile offshore drilling units or derrick barges. For example, lift
boats can dismantle offshore rigs, set production facilities and handle a
variety of tasks for existing
 
                                      23
<PAGE>
 
platform upgrade work. These boats have also been used successfully as the
main work platform for applications such as diving and salvaging, and have
been used as an adjacent support platform for applications ranging from crew
accommodations to full workovers on existing platforms. Typically lift boats
command higher day rates but experience lower average utilization rates than
other classes of marine support vessels. Lift boats have different water depth
capacities, with leg lengths ranging from 65 to 200 feet. The Company's lift
boats have leg lengths ranging from 130 to 170 feet, enabling them to operate
in water depths where the majority of the offshore structures currently in the
Gulf are located.
 
  Crew Boats. Crew boats are generally at least 100 feet in length and are
chartered principally for the transportation of personnel and light cargo,
including food and supplies, to and among production platforms, rigs and other
offshore installations. These boats can be chartered together with supply
boats as support vessels for drilling or construction operations, and also can
be chartered on a stand-alone basis to support the various requirements of
offshore production platforms. Crew boats are constructed from aluminum, and
as a result generally have useful lives beyond those of steel-hulled supply
boats. Crew boats also provide a cost-effective alternative to airborne
transportation services, and can operate reliably in virtually all types of
weather conditions. Generally, utilization and day rates for crew boats are
more stable than those of other types of vessels because crew boats are
typically used to provide services for production platforms and construction
projects, as well as for exploration and drilling activities. The majority of
the Company's crew boats are the larger 120-foot vessels.
 
  Line Handling Boats. Line handling boats are generally outfitted with
special equipment to assist tankers while they are loading from single buoy
mooring systems. These vessels support oil off-loading operations from
production facilities to tankers and transport supplies and materials to and
between deepwater platforms.
 
 Market Supply and Demand Characteristics
 
  There has been minimal new construction of offshore supply boats since the
early 1980s, resulting in substantial worldwide vessel attrition over the past
ten years as vessels have reached the end of their useful lives. The number of
offshore supply boats available for service in the Gulf decreased from a peak
of approximately 700 in 1985 to approximately 278 in September 1996. During
the same period, the number of companies operating supply boats of at least
150 feet in length decreased from approximately 80 to 16. Although vessels may
be remobilized to the Gulf from overseas locations by certain of the Company's
competitors or converted from alternative uses, management believes that
existing U.S. government regulations, mobilization costs and overseas
opportunities will limit the number of supply boats that are capable of
returning to the Gulf from overseas in the foreseeable future. However, any
new construction or redeployment of existing vessels to the Company's markets
could increase the levels of competition within this vessel class. Management
believes that there are approximately 30 new supply or anchor-handling vessels
which have been announced for or, are currently under, construction.
Management believes that the majority of these are committed under long-term
contracts, principally in support of deep water projects in the Gulf.
 
  Management estimates that the worldwide fleet of lift boats totals 134
vessels, of which 90 operate in the Gulf. Of these 90 lift boats, only 12 are
160 feet or greater in leg length, two of which are owned by the Company, and
there are three lift boats greater than 200 feet in leg length presently under
construction.
 
  Management also estimates that there are presently 32 crew boat operators in
the Gulf, with a total fleet of approximately 250 vessels of 100 feet or
greater in length. Trico's management believes that there are approximately 14
crew boats greater than 120 feet in length presently under construction.
 
  While marine support service vessels service existing oil and gas production
platforms as well as exploration and development activities, incremental
vessel demand depends primarily upon the level
 
                                      24
<PAGE>
 
of drilling activity, which in turn depends on oil and gas prices. As a
result, utilization and day rates generally correlate to oil and gas prices.
The Company's operations are concentrated in the Gulf, which is one of the
largest natural gas producing areas in the United States. Natural gas
currently accounts for approximately 70% of all hydrocarbon production in the
Gulf, and as a result, activity in this region is highly dependent upon
natural gas prices.
 
  Offshore exploration and production activity in Brazil is concentrated in
the deep water Campos Basin, located 60 to 100 miles from the Brazilian coast.
Over 50 fields have been discovered in this Basin, including an estimated 600
producing offshore oil wells. A number of fields in the Campos Basin are being
produced using floating production facilities. In addition, exploration
activity has expanded south to the Santos Basin and to the northeastern and
northern continental shelves. The establishment by the Brazilian government of
national requirements for self-sufficiency in oil production should ensure
that Petrobras' high level of exploration and production activity will
continue. The Brazilian government's intention to allow foreign participation
in such exploration and production should also result in additional activity.
 
BUSINESS STRATEGY
 
  The Company's strategy is to enhance its position as a leading supplier of
marine support services by pursuing acquisition opportunities in the Gulf and
selectively diversifying into certain international markets with additional
growth potential. The Company implements this strategy by:
 
  Maintaining a large, diversified fleet. The size and diversity of Trico's
fleet enables the Company to provide oil and gas companies operating in the
Gulf a broad range of services, including marine support for exploration,
development, production, construction, repair operations and platform removal.
 
  Focusing on the Gulf of Mexico. Trico intends to maintain its current focus
on the Gulf. Levels of oil and gas exploration, development and production
activities in the Gulf have increased recently as a result of several factors,
including: (i) improvements in exploration technologies, such as computer-
aided exploration and 3-D seismic, have increased drilling success rates in
the region; (ii) improvements in subsea completion and production technologies
have led to increased deep water drilling and development; (iii) expansion of
the region's production infrastructure has improved the economics of
developing smaller oil and gas fields; and (iv) the short reserve life
characteristic of Gulf gas production which requires continuous drilling to
replace reserves and maintain production. Maintenance, repair and salvage
activity related to older production platforms and infrastructure in the
shallow areas of the Gulf has also increased, and based on recent increases in
applications for permits, the Company also expects continued higher levels of
these activities. These higher overall activity levels have led to increased
demand for the Company's services and higher overall vessel utilization and
day rates in the Gulf.
 
  Participating in the consolidation of the industry. The number of supply
boats available for service in the Gulf decreased from a peak of approximately
700 in 1985 to approximately 275 September 1996. During the same period, the
number of companies operating supply boats of at least 150 feet in length
decreased from approximately 80 to 16. Trico's management believes that the
Company will benefit from the smaller overall supply boat fleet and
consolidation of industry competitors. Since the Company's initial public
offering in May 1996, the Company has acquired 14 supply boats for $54.6
million, including four supply boats purchased in May 1996 for $11.0 million
with a portion of the proceeds of the initial public offering and a total of
ten supply boats purchased in two separate transactions in September and
October 1996 for $43.6 million. The Company also executed definitive
agreements in October 1996 to purchase three additional supply boats for
$11.45 million, which management anticipates will be acquired in December
1996. Trico intends to continue to participate in this consolidation by
pursuing fleet acquisition opportunities in the Gulf as well as opportunistic
purchases of individual vessels.
 
                                      25
<PAGE>
 
  The Company also believes that legal, regulatory and economic barriers to
entry will limit the number of vessels that are capable of returning to the
Gulf from overseas markets. Although vessels may be remobilized to the Gulf
from overseas locations by certain of the Company competitors or from
alternative uses, management believes that existing U.S. government
regulations, mobilization costs and overseas opportunities will limit the
number of such vessels for the foreseeable future.
 
  Reconfiguring and upgrading the fleet. Trico has reconfigured and upgraded
the capabilities of its vessel fleet to meet market demands for larger, better
equipped vessels. In particular, it has disposed of those vessels it considers
to be less profitable such as smaller crew boats, and upgraded certain other
vessels. In 1995, the Company completed a $6.0 million capital upgrade program
that included (i) lengthening three supply boats from 165 feet to 180 feet and
one from 165 feet to 190 feet and enhancing these boats' cargo capacity, (ii)
rebuilding a crew boat and (iii) drydocking and refurbishing several other
vessels. Substantial downtime was incurred in 1995 from this program, which
adversely impacted the Company's results of operations; however, the Company
expects that the upgrade will result in higher day rates and utilization for
these vessels in the future. In January 1995, Trico also acquired a sixth lift
boat to further position the Company to participate in the oil and gas
industry's requirement to maintain, repair and salvage the more than 3,000
production platforms in the Gulf. The Company also intends to pursue
opportunities to acquire existing vessels and refurbish and expand their
capacities to support deep water exploration and development in the Gulf. For
example, in March 1996, Trico acquired a 180 foot supply boat, which is being
refurbished, lengthened to 220 feet and will be available for service in the
beginning of 1997.
 
  Expanding into selected international markets. While Trico's primary market
is the Gulf, the Company seeks to expand into selected international markets
which management believes are attractive, long-term markets for the Company's
services. As part of this strategy, in March 1996 Trico acquired eight line
handling vessels and an operations facility in Brazil and has redeployed its
line handling vessel from the Gulf to Brazil. These vessels operate under
long-term charters for Petrobras, the Brazilian national oil company, and
support the oil offloading operations from production facilities to tankers in
the Campos Basin offshore Brazil, including transporting supplies and
materials to and between deep water platforms. In addition, Trico was the
successful bidder for the contract to build and operate an advanced "small
water area twin hull" crew boat (the "SWATH vessel") which will be used to
transport up to 250 passengers to offshore platforms for Petrobras under a
five year contract. After successful model tank tests, construction on the
SWATH vessel began in October 1996 with operations expected to commence at the
end of 1997. The Company believes that Brazil presents an attractive long-term
market because of the Brazilian government's goal of increasing its offshore
oil production and the anticipated participation by foreign companies in its
exploration and production activities. The Company intends to pursue other
opportunities to expand its operations in this market.
 
                                      26
<PAGE>
 
THE COMPANY'S FLEET
 
  Set forth below is the Company's internal allocation of its charter revenues
and charter revenues less direct operating expenses for each of the periods
indicated.
 
<TABLE>   
<CAPTION>
                              NINE MONTHS ENDED
                                SEPTEMBER 30,        YEAR ENDED DECEMBER 31,
                           ------------------------  ------------------------
                            1996    %    1995    %    1995    %    1994    %
                           ------- ---  ------- ---  ------- ---  ------- ---
                               (UNAUDITED, IN             (UNAUDITED, IN
                                 THOUSANDS)                 THOUSANDS)
<S>                        <C>     <C>  <C>     <C>  <C>     <C>  <C>     <C>
CHARTER REVENUES:
  Supply boats............ $20,028  61% $ 9,598  51% $13,868  52% $13,753  47%
  Lift boats..............   5,690  17%   3,722  20%   5,054  19%   5,944  21%
  Crew boats..............   7,136  22%   5,564  29%   7,735  29%   9,198  32%
                           ------- ---  ------- ---  ------- ---  ------- ---
    Total Fleet........... $32,854 100% $18,884 100% $26,657 100% $28,895 100%
                           ======= ===  ======= ===  ======= ===  ======= ===
CHARTER REVENUES LESS
 DIRECT OPERATING
 EXPENSES:(1)
  Supply boats............ $12,532  76% $ 4,272  67% $ 6,599  68% $ 6,570  56%
  Lift boats..............   2,257  14%     868  14%   1,125  12%   2,481  21%
  Crew boats..............   1,751  10%   1,250  19%   1,945  20%   2,679  23%
                           ------- ---  ------- ---  ------- ---  ------- ---
    Total Fleet........... $16,540 100% $ 6,390 100% $ 9,669 100% $11,730 100%
                           ======= ===  ======= ===  ======= ===  ======= ===
</TABLE>    
--------
(1) Charter revenues less direct vessel labor and other operating expenses and
    vessel management fees.
 
  The table set forth below provides information regarding the vessels owned
or operated by the Company as of October 31, 1996.
 
<TABLE>
<CAPTION>
                                                              HORSE
                   SUPPLY VESSELS:                     LENGTH POWER YEAR BUILT
                   ---------------                     ------ ----- ----------
<S>                                                    <C>    <C>   <C>
Stones River(1).......................................  220'  3000  1980 (1996)*
Roe River.............................................  211'  4300  1979 (1992)*
Cedar River(2)........................................  195'  2550  1975 (1985)*
Oak River(2)..........................................  195'  4000  1974 (1989)*
York River(3).........................................  192'  2250     1982
Big Horn River........................................  191'  4000     1980
Cane River............................................  190'  2200  1981 (1995)*
Hudson River(2).......................................  190'  2500     1975
James River...........................................  190'  2200  1982 (1988)*
Red River(3)..........................................  187'  2250     1982
Pearl River(3)........................................  187'  2250     1982
Flint River(3)........................................  187'  2250     1982
Buffalo River.........................................  185'  2400  1979 (1994)*
Rain River............................................  185'  2200  1979 (1995)*
Elm River(2)..........................................  185'  3000     1981
Rush River(2).........................................  185'  3000     1980
Miami River...........................................  181'  2200  1977 (1995)*
Savannah River........................................  181'  2200  1977 (1996)*
Maple River(2)........................................  180'  2200     1982
Charles River.........................................  180'  2200     1982
Manatee River.........................................  180'  2200     1977
Powder River..........................................  180'  2200     1982
Southern River........................................  180'  3400  1977 (1995)*
Sun River.............................................  180'  3500  1980 (1991)*
</TABLE>
 
                                      27
<PAGE>
 
<TABLE>
<CAPTION>
                                                              HORSE
                   SUPPLY VESSELS:                     LENGTH POWER YEAR BUILT
                   ---------------                     ------ ----- ----------
<S>                                                    <C>    <C>   <C>
Truckee River.........................................  180'  2200     1980
Wolf River............................................  180'  2200     1983
White River...........................................  180'  3500  1980 (1991)*
Ruby River(2).........................................  180'  2200     1978
Big Blue River(2).....................................  180'  2200     1982
Fall River(2).........................................  170'  2200     1979
Llano River(2)........................................  170'  2200  1977 (1989)*
<CAPTION>
                                                        LEG   HORSE
                     LIFT BOATS:                       LENGTH POWER YEAR BUILT
                     -----------                       ------ ----- ----------
<S>                                                    <C>    <C>   <C>
Gulf Island I.........................................  170'   N/A     1983
Gulf Island VIII......................................  170'   N/A  1985 (1990)*
Gulf Island VII.......................................  145'   N/A     1986
Gulf Island IX........................................  145'   N/A  1982 (1991)*
Power V...............................................  135'   N/A     1986
Gulf Island III.......................................  130'   N/A     1982
<CAPTION>
                                                              HORSE
                     CREW BOATS:                       LENGTH POWER YEAR BUILT
                     -----------                       ------ ----- ----------
<S>                                                    <C>    <C>   <C>
Cimarron River........................................  125'  2700  1980 (1995)*
Battle River..........................................  120'  2700     1979
Colorado River........................................  120'  2700     1978
Concord River.........................................  120'  2700     1977
Firehold River........................................  120'  2700     1979
Fox River.............................................  120'  2293     1980
Green River...........................................  120'  2293     1981
Platte River..........................................  120'  2700     1980
Ramzi River...........................................  120'  2700     1980
Snake River...........................................  120'  2700     1980
Whisky River..........................................  110'  2700     1982
Cumberland River......................................  110'  2700     1980
Wabash River..........................................  105'  2025     1982
Freedom River.........................................  105'  2025     1981
Angelina River........................................  105'  2025     1980
American River........................................  100'  2025     1980
<CAPTION>
                                                              HORSE
                 LINE HANDLING BOATS:                  LENGTH POWER YEAR BUILT
                 --------------------                  ------ ----- ----------
<S>                                                    <C>    <C>   <C>
Silver River..........................................  125'  1500     1978
Red Fox(4)............................................  116'  1200     1980
Alliance Trader(4)....................................  110'  1200     1982
Alliance Tempest(4)...................................  110'  1200     1982
Fernanda M.(4)........................................  110'  1200     1984
Jesse O(4)............................................  110'  1200     1982
Amazon River(4).......................................  110'  1450     1976
Parana River(4).......................................  110'  1450     1976
Islander IV (operated but not owned)..................  110'  1200     1981
Walker I(4)(5)........................................  105'  1350     1977
</TABLE>
--------
 * Year of major refurbishment (expenditures in excess of $350,000). Because
   crew boats have aluminum hulls, major refurbishment is not necessary. In
   1995, the Cimarron River crew boat was rebuilt and lengthened from 110 to
   125 feet. In 1995 and 1996, four supply boats were refurbished and
   lengthened.
 
                                      28
<PAGE>
 
(1) In March 1996, the Company acquired this 180-foot supply boat, which is
    being refurbished and lengthened to 220 feet and will be equipped with
    added bulk capacity. The Company expects the vessel to be available for
    service in the beginning of 1997.
(2) Acquired by the Company in acquisitions completed in September and October
    1996.
(3) Acquired by the Company in May 1996.
(4) Acquired by the Company in March 1996. All line handling boats, except the
    Islander IV, are located in Brazil and operate under long-term charters
    with Petrobras.
(5) The Walker I is owned by the Company's affiliate located in Brazil, of
    which the Company owns a 40% interest.
 
VESSEL SUPPORT FACILITY
 
  Trico presently leases a 2.0 acre site for its corporate offices and
operating base in Houma, Louisiana. In October 1996, the Company entered into
a contract to acquire a 62.5 acre docking and maintenance facility in Houma,
Louisiana located on the intercoastal waterway that provides direct access to
the Gulf for $1.5 million. The Company is currently in the process of
conducting title and environmental due diligence. If the results of this
review are satisfactory, the Company will acquire the facility and relocate
its Houma operations in the first quarter of 1997.
 
VESSEL MAINTENANCE
 
  The Company incurs routine drydock inspection, maintenance and repair costs
under U.S. Coast Guard Regulations and to maintain ABS certification for its
vessels. In addition to complying with these requirements, the Company has
implemented its own comprehensive vessel maintenance program which management
believes will help Trico to continue to provide its customers with well
maintained, reliable vessels. Every 30 to 60 days, independent mechanics
perform a preventive maintenance inspection on the engines in each vessel in
the Company's fleet. The Company then uses written reports prepared by such
independent mechanics to determine when it is necessary to overhaul a
particular engine. In addition, after every 300 to 600 hours of engine use,
engine oil samples are analyzed by an outside firm and reviewed by the Company
port engineer responsible for maintaining the vessel. Finally, a daily
computer-generated record of all services performed on each vessel allows
management to recognize and evaluate patterns in a particular engine's
performance, as does the written log kept daily by each vessel engineer. The
Company incurred approximately $2.1 million in dry-docking and marine
inspection costs in 1995 and approximately $1.3 million for the first nine
months of 1996. See "--Government Regulation."
 
CUSTOMERS AND CHARTER TERMS
 
  The Company has entered into master service agreements with approximately
140 of its customers, including a majority of the major and independent oil
companies operating in the Gulf. Substantially all of the Company's charters
in the Gulf are short-term contracts (30-60 days) or spot contracts (less than
30 days) and all are cancelable upon short notice. Because of renewals, the
stated duration of charters frequently has little relationship to the actual
time vessels are chartered to a particular customer. Charters are obtained
through competitive bidding or, with certain customers, through negotiation.
The percentage of revenues attributable to an individual customer varies from
time to time, depending upon the level of oil and gas exploration and
development activities undertaken by a particular customer, the availability
and suitability of the Company's vessels for the customer's projects, and
other factors, many of which are beyond the Company's control. For the fiscal
year ended December 31, 1994, approximately 10% of the Company's total
revenues were received from Seagull Energy Corporation and for the year ended
December 31, 1995, approximately 14% of the Company's total revenues were
received from Vastar Resources, Inc. and approximately 11% from Unocal
Corporation.
 
                                      29
<PAGE>
 
LIFT BOAT MANAGEMENT
 
  All of the Company's lift boats are managed by Power Offshore, a leading
operator of lift boats in the Gulf, pursuant to a management agreement that
expires in March 1999. Power Offshore receives a management fee of 10% of the
managed lift boats' monthly gross income and is eligible to receive an
incentive fee of up to three percent of gross monthly income, based on a
percentage of the managed vessels' net operating income. Total management and
incentive fees paid to Power Offshore cannot exceed 13% of the lift boats'
gross monthly income. The Company is also required to reimburse Power Offshore
for all operating expenses relating to the managed lift boats, excluding
marketing, general and administrative, and insurance expenses. In addition,
Power Offshore has a right of first refusal if the Company intends to sell any
of the vessels that are managed by Power Offshore to a third party. The
Company presently has no intention of selling any of its lift boats.
 
COMPETITION
 
  The Company's business is highly competitive. Competition in the marine
support services industry primarily involves factors such as (i) price,
service and reputation of vessel operators and crews, (ii) availability of
vessels of the type and size needed by the customer and (iii) the quality of
equipment. In the Gulf, the Company competes with both large and small
companies. Although some of the Company's principal competitors are
significantly larger and have significantly greater financial resources than
the Company, management believes that Trico's operating capabilities and
reputation enable it to compete effectively with other fleets in the markets
in which the Company operates. In addition, certain of the Company's
competitors are building new specialized supply boats greater than 200 feet in
length, crew boats greater than 120 feet in length and lift boats with leg
lengths in excess of 200 feet. Continued new construction of these boats by
the Company's competitors and redeployment of existing vessels to the Gulf
could increase levels of competition within these vessel classes. See "Risk
Factors--Competition."
 
GOVERNMENT REGULATION
 
  The Company's operations are materially affected by federal, state and local
regulation, as well as certain international conventions and private industry
organizations. These regulations govern worker health and safety and the
manning, construction and operation of vessels. For example, the Company is
subject to the jurisdiction of the U.S. Coast Guard, the National
Transportation Safety Board, the U.S. Customs Service and the Maritime
Administration of the U.S. Department of Transportation, as well as private
industry organizations such as the American Bureau of Shipping. These
organizations establish safety criteria and are authorized to investigate
vessel accidents and recommend improved safety standards. See "Risk Factors--
Government Regulation."
 
  The U.S. Coast Guard regulates and enforces various aspects of marine
offshore vessel operations, such as classification, certification, routes,
drydocking intervals, manning requirements, tonnage requirements and
restrictions, hull and shafting requirements and vessel documentation. Coast
Guard regulations require that each of the Company's vessels be drydocked for
inspection at least twice within a five year period. Management believes the
Company is in compliance in all material respects with all U.S. Coast Guard
Regulations.
 
  Under the Merchant Marine Act of 1920, as amended, the privilege of
transporting merchandise or passengers in domestic waters extends only to
vessels that are owned by U.S. citizens and are built in and registered under
the laws of the U.S. A corporation is not considered a U.S. citizen unless,
among other things, no more than 25% of any class of its voting securities are
owned by non-U.S. citizens. If Trico should fail to comply with these
requirements, during the period of such noncompliance it would not be
permitted to continue operating its vessels in U.S. coastwise trade. See "Risk
Factors--Limitation on Foreign Ownership of Company Stock" and "Description of
Capital Stock--Certain Charter and By-Law Provisions."
 
                                      30
<PAGE>
 
ENVIRONMENTAL REGULATIONS
 
  The Company's operations are subject to a variety of federal and state
statutes and regulations regarding the discharge of materials into the
environment or otherwise relating to environmental protection. Included among
these statutes are the Clean Water Act, the Resource Conservation and Recovery
Act ("RCRA"), the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"), the Outer Continental Shelf Lands Act ("OCSLA") and
the Oil Pollution Act of 1990 ("OPA"). See "Risk Factors--Government
Regulation."
 
  The Clean Water Act imposes strict controls on the discharge of pollutants
into the navigable waters of the U.S., and imposes potential liability for the
costs of remediating releases of petroleum and other substances. The Clean
Water Act provides for civil, criminal and administrative penalties for any
unauthorized discharge of oil and other hazardous substances in reportable
quantities and imposes substantial potential liability for the costs of
removal and remediation. Many states have laws which are analogous to the
Clean Water Act and also require remediation of accidental releases of
petroleum in reportable quantities. The Company's vessels routinely transport
diesel fuel to offshore rigs and platforms, and also carry diesel fuel for
their own use. The Company's supply boats transport bulk chemical materials
used in drilling activities, and also transport liquid mud which contains oil
and oil by-products. All offshore companies operating in the U.S. are required
to have vessel response plans to deal with potential oil spills.
 
  RCRA regulates the generation, transportation, storage and disposal of
onshore hazardous and non-hazardous wastes, and requires states to develop
programs to ensure the safe disposal of wastes. The Company generates non-
hazardous wastes and small quantities of hazardous wastes in connection with
routine operations, and management believes that all of the wastes it
generates are handled in compliance with RCRA and analogous state statutes.
 
  CERCLA contains provisions dealing with remediation of releases of hazardous
substances into the environment and imposes strict, joint and several
liability for the costs of remediating environmental contamination upon owners
and operators of contaminated sites where the release occurred and those
companies who transport, dispose of or who arrange for disposal of hazardous
substances released at the sites. Although the Company handles hazardous
substances in the ordinary course of business, the Company's management is not
aware of any hazardous substance contamination for which it may be liable.
 
  OCSLA provides the federal government with broad discretion in regulating
the release of offshore resources of oil and gas production. Because the
Company's operations rely on offshore oil and gas exploration and production,
if the government were to exercise its authority under OCSLA to restrict the
availability of offshore oil and gas leases, such an action could have a
material adverse effect on the Company's financial condition and the results
of operations.
 
  OPA contains provisions specifying responsibility for removal costs and
damages resulting from discharges of oil into navigable waters or onto the
adjoining shorelines. Among other requirements, OPA requires owners and
operators of vessels over 300 gross tons to provide the U.S. Coast Guard with
evidence of financial responsibility to cover the costs of cleaning up oil
spills from such vessels. The Company currently owns and operates 11 vessels
over 300 gross tons, for which satisfactory evidence of financial
responsibility has been provided to the U.S. Coast Guard.
 
  Management believes the Company is in compliance in all material respects
with all applicable environmental laws and regulations to which it is subject.
Moreover, operation of Company vessels in foreign territories, such as the
nine line handling vessels which are operating under long-term charters
offshore Brazil, are potentially subject to similar regulatory controls
concerning environmental protection. Management of the Company believes that
compliance with any existing environmental requirements of foreign
governmental bodies has not materially affected the Company's capital
expenditures, earnings or competitive position.
 
                                      31
<PAGE>
 
INSURANCE
 
  The operation of the Company's vessels is subject to various risks, such as
catastrophic marine disaster, adverse weather conditions, mechanical failure,
collision and navigation errors, all of which represent a threat to personnel
safety and to Company vessels and cargo. The Company maintains insurance
coverage against certain of these risks, which management considers to be
customary in the industry. Although management believes that the Company's
insurance coverage is adequate and the Company has not experienced a loss in
excess of its policy limits, there can be no assurance that the Company will
be able to maintain adequate insurance at rates which management considers
commercially reasonable, nor can there be any assurance such coverage will be
adequate to cover all claims that may arise.
 
LEGAL PROCEEDINGS
 
  The Company is involved in various legal and other proceedings which are
incidental to the conduct of its business. Management believes that none of
these proceedings, if adversely determined, would have a material adverse
effect on the Company's financial condition, results of operations or cash
flow.
 
EMPLOYEES
 
  As of October 15, 1996, the Company had approximately 440 employees,
including approximately 403 operating personnel and approximately 37
corporate, administrative and management personnel. These employees are not
unionized or employed pursuant to any collective bargaining agreement or any
similar arrangement. Management believes that the Company's relationship with
its employees is satisfactory.
 
                                      32
<PAGE>
 
                                  MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
 
  The following table sets forth certain information as of October 15, 1996
with respect to the Company's executive officers and directors.
 
<TABLE>
<CAPTION>
                NAME                AGE                 POSITION
                ----                ---                 --------
 <C>                                <C> <S>
 Thomas E. Fairley................   48 Chairman of the Board, President and
                                         Chief Executive Officer
 Ronald O. Palmer.................   49 Executive Vice President, Director
 Benjamin F. Bailar...............   62 Director
 Carl Ferenbach...................   54 Director
 Garth H. Greimann................   41 Director and Assistant Secretary
 Edward C. Hutcheson, Jr..........   51 Director
 Victor M. Perez..................   43 Vice President, Chief Financial Officer
                                         and Treasurer
 Michael D. Cain..................   47 Vice President--Marketing
 Kenneth W. Bourgeois.............   48 Vice President and Controller
</TABLE>
 
  Thomas E. Fairley, who co-founded Trico Operators with Mr. Palmer in 1980,
has been Chairman of the Board and President of the Company since October
1993. From 1978 to 1980, Mr. Fairley served as Vice President of Trans Marine
International ("TMI"), an offshore marine service company and wholly-owned
subsidiary of GATX Leasing Corporation ("GATX"). From 1975 to 1978, Mr.
Fairley served as General Manager of International Logistics, Inc. ("ILI"), a
company engaged in the offshore marine industry. For more than five years
prior to joining ILI, Mr. Fairley held various positions with Petrol Marine
Company, an offshore marine service company.
 
  Ronald O. Palmer has been a director of the Company since October 1993 and
Executive Vice President since February 1995. Mr. Palmer joined with Mr.
Fairley in founding Trico Operators in 1980, and served as Vice President,
Treasurer, and Chief Financial Officer until February 1995. From 1974 to 1980,
Mr. Palmer was employed by GATX Leasing where he was responsible for the
marketing of financial leases for industrial and marine equipment in eight
southwestern states and all marine activity of TMI in the Gulf.
 
  Benjamin F. Bailar has been a director of the Company since 1994. Dean
Bailar has served as the Dean of the Jones Graduate School of Administration
at Rice University since 1987. Dean Bailar is also a director of U.S. Can
Corporation, Dana Corporation and Smith International, Inc.
 
  Carl Ferenbach has been a director of the Company since 1994. He has been a
managing director of Berkshire and its predecessor since 1983, and serves as a
director of The Wisconsin Central Transportation Corporation, U.S. Can
Corporation and Tranz Rail Holdings Limited.
 
  Garth H. Greimann has been a director of the Company since 1993. Mr.
Greimann was a Vice President of Berkshire's predecessor from 1989 through
1993 and has been a managing director of Berkshire and its predecessor since
1994. Prior to joining Berkshire, Mr. Greimann was a Vice President of the
First National Bank of Boston. Mr. Greimann also serves as a director of The
Profit Recovery Group, Inc.
 
  Edward C. Hutcheson, Jr. has been a director of the Company since 1994. Mr.
Hutcheson serves as President and Chief Executive Officer of Castle Tower
Corporation, one of the largest independent owners and operators of
communications towers in the U.S. From 1990 to 1993, he was President and
Chief Operating Officer of Baroid Corporation, an energy services and
equipment provider.
 
  Victor M. Perez has served as Vice President, Chief Financial Officer and
Treasurer of the Company since February 1995. From 1990 to 1995, Mr. Perez
served as Senior Vice President--

                                      33
<PAGE>
 
Corporate Finance of Offshore Pipelines, Inc. Mr. Perez was Vice President--
Investments for Graham Resources, Inc., from August 1987 to October 1990 and
from January 1976 to August 1987 served as a Vice President with InterFirst
Bank Dallas in its international and energy banking group.
 
  Michael D. Cain has served as Trico's Vice President--Marketing since
February 1993. From 1986 to 1993, Mr. Cain served as Marketing Manager of
Trico Operators. Prior to 1986, Mr. Cain served in the same capacity for
Seahorse, Inc., an offshore marine services company.
 
  Kenneth W. Bourgeois has served as Trico's Vice President and Controller
since October 1993. Mr. Bourgeois also served as Controller of Trico Operators
from December 1981 to October 1993. From 1972 to December 1981, Mr. Bourgeois
worked for George Engine Company, Inc., where he held the position of
Assistant Controller and subsequently, Director of Internal Auditing. From
1969 to 1972, Mr. Bourgeois was employed by Price Waterhouse & Co. Mr.
Bourgeois is a Certified Public Accountant.
 
  The Company's Certificate and Bylaws provide for the Board of Directors to
be divided into three classes of directors with each class to be as nearly
equal in number of directors as possible, serving staggered three-year terms.
The terms of the Class I directors, Mr. Palmer and Mr. Greimann, will expire
in 1997. The terms of the Class II directors, Mr. Ferenbach and Mr. Hutcheson,
will expire in 1998. The terms of the Class III directors, Mr. Fairley and
Dean Bailar, will expire in 1999. Each director serves until the end of his
term or until his successor is elected and qualified. See "Description of
Capital Stock--Certain Charter and Bylaw Provisions--Classified Board of
Directors."
 
DIRECTOR COMPENSATION
 
  Each director who is not an employee of the Company is paid an annual
director's fee of $12,500 plus $500 for each board or committee meeting
attended. All directors are reimbursed for reasonable out-of-pocket expenses
incurred in attending board and committee meetings.
 
COMMITTEES
 
  The Company's Board of Directors has established an Audit Committee and a
Compensation Committee. The Audit Committee reviews the Company's annual audit
and meets with the Company's independent public accountants to review the
Company's internal controls and financial management practices. The current
members of the Audit Committee are Dean Bailar and Mr. Greimann.
 
  The Compensation Committee recommends to the Board of Directors compensation
for the Company's key employees, administers the Company's stock incentive
plans and performs such other functions as may be prescribed by the Board of
Directors. The current members of the Compensation Committee are Messrs.
Ferenbach and Hutcheson.
 
                                      34
<PAGE>
 
EXECUTIVE COMPENSATION
 
  The following table summarizes the compensation that the Company paid to its
Chief Executive Officer and each of its most highly compensated executive
officers for the year ended December 31, 1995. No other employee of the
Company earned more than $100,000 in 1995.
 
                          SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                       LONG-TERM
                                                      COMPENSATION
                                                         AWARDS
                                                      ------------
                                                         NO. OF
                           1995 ANNUAL COMPENSATION      SHARES
                          ---------------------------  UNDERLYING
        NAME AND                         OTHER ANNUAL   OPTIONS     ALL OTHER
   PRINCIPAL POSITION      SALARY  BONUS COMPENSATION   GRANTED    COMPENSATION
   ------------------     -------- ----- ------------ ------------ ------------
<S>                       <C>      <C>   <C>          <C>          <C>
Thomas E. Fairley
President and Chief
 Executive Officer....... $150,000   --     $3,750(2)        --         --
Ronald O. Palmer
 Executive Vice
 President...............  150,000   --      3,750(2)        --         --
Victor M. Perez
 Vice President, Chief
 Financial Officer and
 Treasurer(1)............  123,750   --         --      151,265         --
</TABLE>
--------
(1) Mr. Perez joined the Company in February 1995.
(2) Represents contributions to the Company's 401(k) Plan.
 
STOCK INCENTIVE PLANS
 
  1996 Stock Incentive Plan. In April 1996, the Company adopted the 1996 Stock
Incentive Plan (the "1996 Plan") to provide long-term incentives to its key
employees, including officers and directors who are employees of the Company
(the "Eligible Employees"). Under the 1996 Plan, which is administered by the
Compensation Committee of the Board of Directors, the Company may grant
Eligible Employees incentive stock options, non-qualified stock options,
restricted stock, stock awards or any combination thereof (the "Incentives").
The Compensation Committee will establish the exercise price of any stock
options granted under the Incentive Plan, provided that the exercise price may
not be less than the fair market value of the Common Stock on the date of
grant. The option exercise price may be paid in cash, in Common Stock held for
at least six months, in a combination of cash and Common Stock, or through a
broker-assisted exercise arrangement approved by the Compensation Committee.
 
  A total of 200,000 shares of Common Stock are available for issuance under
the 1996 Plan. Incentives with respect to no more than 50,000 shares of Common
Stock may be granted to any single Eligible Employee in one calendar year.
Proportionate adjustments will be made to the number of shares subject to the
1996 Plan, including the shares subject to outstanding Incentives, in the
event of any recapitalization, stock dividend, stock split, combination of
shares or other change in the Common Stock. In the event of such adjustments,
the purchase price of any outstanding option will be adjusted as and to the
extent appropriate, in the reasonable discretion of the Compensation
Committee, to provide participants with the same relative rights before and
after such adjustment.
 
  All outstanding Incentives will automatically become exercisable and fully
vested and all performance criteria will be deemed to be waived by the Company
upon (a) a reorganization, merger or consolidation of the Company in which the
Company is not the surviving entity, (b) the sale of all or substantially all
of the assets of the Company, (c) a liquidation or dissolution of the Company,
(d) a person or group of persons, other than Berkshire and any employee
benefit plan of the Company,
 
                                      35
<PAGE>
 
becoming the beneficial owner of 30% or more of the Company's voting stock or
(e) the replacement of a majority of the Board in a contested election (a
"Significant Transaction"). The Committee also has the authority to take
several actions regarding outstanding Incentives upon the occurrence of a
Significant Transaction, including requiring that outstanding options remain
exercisable only for a limited time, providing for mandatory conversion of
outstanding options in exchange for either a cash payment or Common Stock,
making equitable adjustments to Incentives or providing that outstanding
options will become options relating to securities to which a participant
would have been entitled in connection with the Significant Transaction if the
options had been exercised.
 
  As of the date of the Prospectus, options to purchase 110,500 shares of
Common Stock have been granted under the 1996 Plan to employees of the
Company, including currently exercisable options to purchase 10,000 shares to
each of Messrs. Fairley, Palmer and Perez that have a ten-year term and an
exercise price of $16.00 per share.
 
  1993 Stock Option Plan. The Company's 1993 Stock Option Plan was adopted in
October 1993 (the "1993 Plan") and provides for the granting of "incentive
stock options," as such term is defined in Section 422 of the Internal Revenue
Code, and nonqualified stock options, each in such amounts, on such terms, and
to such Company employees as the Compensation Committee may determine. A total
of 727,512 shares are reserved for issuance pursuant to the 1993 Plan.
 
  All options are nontransferable other than by will or pursuant to the laws
of descent and distribution. Options are exercisable only while the optionee
is employed by the Company (or under certain circumstances for a short time
thereafter). If an optionee becomes disabled or dies while employed by the
Company the option is exercisable prior to the last day of the twelfth month
following the date of termination of such optionee's employment. Any option
which is exercisable following termination of employment is exercisable only
to the extent that such option was exercisable on the termination date. All
options granted under the 1993 Plan expire ten years from the date of grant
and have an exercise price equal to the fair market value of the Common Stock
at the date of grant.
 
  As of the date of the Prospectus, options to purchase 727,512 shares of
Common Stock have been granted under the 1993 Plan, including options to
purchase 252,107 shares to Mr. Fairley, 252,107 shares to Mr. Palmer and
151,265 shares to Mr. Perez. All of the options granted as of the date of the
Prospectus under the 1993 Plan are currently exercisable, have a ten year term
and an exercise price of $1.82 per share.
 
NONCOMPETITION, NONDISCLOSURE AND SEVERANCE AGREEMENTS
 
  All officers of the Company serve at the discretion of the Company's Board
of Directors. However, the Company entered into Noncompetition, Nondisclosure
and Severance Agreements with certain members of senior management which
generally provide that such officers shall not, during the period of their
employment with the Company and for one year thereafter, engage in any
capacity in a business substantially similar to that of the Company, request
or cause any Company customer to cancel or terminate any business relationship
with the Company or attempt to persuade any Company employee or consultant to
terminate his, her or its relationship with the Company. These agreements also
prohibit the disclosure of confidential information and provide severance
benefits under certain circumstances. If the officer's employment is
terminated for any reason other than cause, defined as (i) a conviction or a
plea of nolo contendere to a felony, (ii) gross negligence in the performance
of the officer's duties, continuing after the officer's receipt of notice of
such gross negligence from the Company, (iii) a material violation of the
noncompetition, nondisclosure and severance agreement or (iv) gross misconduct
on the officer's part that is injurious to the Company, he will receive one
year's salary, any cash bonus still payable from the year preceding the
officer's termination and any non-cash benefits that he received prior to
termination. The officer will receive the same severance package in
 
                                      36
<PAGE>
 
the event of a change in control that is not initiated by someone who is or
has been an employee of the Company. In the case of a change in control
initiated by a present or past Trico employee, the officer has the option
either to receive the severance package or continue in his position with the
Company.
 
LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION
 
  In accordance with the Delaware General Corporation Law, the Company's
Certificate of Incorporation (the "Certificate") contains provisions
eliminating the personal liability of the directors to the Company and its
stockholders for monetary damages for breaches of their fiduciary duties as
directors to the fullest extent permitted by Delaware law. By virtue of these
provisions, under current Delaware law a director of the Company will not be
personally liable for monetary damages for a breach of his or her fiduciary
duty except for liability for (a) a breach of his or her duty of loyalty to
the Company or to its stockholders, (b) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (c)
dividends or stock repurchases or redemptions that are unlawful under Delaware
law and (d) any transaction from which he or she receives an improper personal
benefit. In addition, the Certificate provides that if Delaware law is amended
to authorize the further elimination or limitation of the liability of a
director, then the liability of the directors shall be eliminated or limited
to the fullest extent permitted by Delaware law, as amended. These provisions
pertain only to breaches of duty by directors as directors and not in any
other corporate capacity, such as officers, and limit liability only for
breaches of fiduciary duties under Delaware corporate law and not for
violations of other laws such as the federal securities laws.
 
  As a result of the inclusion of such provisions, stockholders may be unable
to recover monetary damages against directors for actions taken by them that
constitute negligence or gross negligence or that are in violation of their
fiduciary duties, even though it may be possible to obtain injunctive or other
equitable relief with respect to such actions. If equitable remedies are found
not to be available to stockholders in any particular case, stockholders may
not have any effective remedy against the challenged conduct. These provisions
may have the effect of reducing the likelihood of derivative litigation
against directors that might have benefitted the Company.
 
  The Company believes that such provisions are necessary to attract and
retain qualified individuals to serve as directors. In addition, such
provisions will allow directors to perform their duties in good faith without
concern for the application of monetary liability on a retrospective basis in
the event that a court determines their conduct to have been negligent or
grossly negligent.
 
  The Company's Bylaws require the Company to indemnify its officers and
directors against expenses and costs, judgments, settlements and fines
incurred in the defense of any claim, including any claim brought by or in the
right of the Company, to which they were made parties by reason of being or
having been officers or directors.
 
  In addition, each of the Company's directors has entered into an indemnity
agreement that provides that the Company will indemnify the directors against
any costs and expenses, judgments, settlements and fines incurred in
connection with any claim involving a director by reason of his position as a
director; provided that the director meets certain standards of conduct for
claims that (i) have been successfully defended or (ii) two impartial
directors have determined with respect to the conduct giving rise to such
claim, that the officer or director acted in good faith. No indemnification
may be made, however, for claims in which the officer or director has been
adjudicated in a final judgment to be liable to the Company except to the
extent that the court finds indemnification to be proper.
 
                                      37
<PAGE>
 
                      PRINCIPAL AND SELLING STOCKHOLDERS
 
  The following table sets forth as of October 31, 1996 certain information
regarding beneficial ownership of the Common Stock by (i) each director of the
Company, (ii) each of the Company's executive officers, (iii) all of the
Company's directors and executive officers as a group and (iv) the Selling
Stockholders. Unless otherwise indicated, the Company believes that the
stockholders listed below have sole investment and voting power with respect
to their shares based on information furnished to the Company by such owners.
 
<TABLE>   
<CAPTION>
                               SHARES                            SHARES
                            BENEFICIALLY                      BENEFICIALLY
                           OWNED PRIOR TO                      OWNED AFTER
                             OFFERING(2)                       OFFERING(2)(3)
                          --------------------              --------------------
   NAME OF BENEFICIAL                          SHARES TO
        OWNER(1)           NUMBER      PERCENT  BE SOLD      NUMBER      PERCENT
   ------------------     ---------    ------- ---------    ---------    -------
<S>                       <C>          <C>     <C>          <C>          <C>
Berkshire Fund III, A
 Limited Partnership....  1,961,762     28.8%  1,386,754      575,008      7.5%
Thomas E. Fairley.......    356,949(4)   5.0%     71,398      276,689(4)   3.5%
Ronald O. Palmer........    356,949(4)   5.0%     71,398      276,689(4)   3.5%
Benjamin F. Bailar......     23,032        *       6,032       17,000        *
Carl Ferenbach..........  2,081,232(5)  30.5%  1,443,500(5)   637,732(5)   8.3%
Garth H. Greimann.......  2,081,232(6)  30.5%  1,443,500(6)   637,732(6)   8.3%
Edward C. Hutcheson,
 Jr.....................     23,032        *      12,532       10,500        *
Victor M. Perez.........    167,009(7)   2.4%     33,410      133,599(7)   1.7%
Michael D. Cain.........     29,317(8)     *       5,865       23,452(8)     *
Kenneth W. Bourgeois....     29,317(8)     *       5,865       23,452(8)     *
Bradley M. Bloom........     16,462        *      11,637        4,825        *
Caroline M. Clifford
 Present Interest Trust.      5,488        *       3,879        1,609        *
Catherine K. Clifford
 Present Interest Trust.      5,488        *       3,879        1,609        *
John C. Clifford Present
 Interest Trust.........      5,485        *       3,877        1,608        *
Russell L. Epker........     16,462        *      11,637        4,825        *
Richard K. Lubin
 Daughters' Trusts......     16,458        *      11,634        4,824        *
Kevin T. Callaghan......      6,141        *       4,341        1,800        *
Jane Brock-Wilson.......      6,141        *       4,341        1,800        *
Robert J. Small.........        717        *         507          210        *
Ian K. Loring...........        717        *         507          210        *
Ross M. Jones...........        717        *         507          210        *
All directors and
 executive officers as a
 group (9 persons)......  3,049,113(9)  40.4%  1,650,000(9) 1,399,113(9)  16.7%
</TABLE>    
--------
 * Less than one percent
(1) The address of Berkshire Fund III, A Limited Partnership, Mr. Ferenbach
    and Mr. Greimann is c/o Berkshire Partners LLC, One Boston Place, Boston,
    Massachusetts 02108. The address of Mr. Fairley is c/o Trico Marine
    Services, Inc., 610 Palm Street, Houma, Louisiana 70364. The address of
    Mr. Palmer is c/o Trico Marine Services, Inc., 2401 Fountainview, Suite
    626, Houston, Texas 77057.
(2) Shares subject to options exercisable within 60 days of September 30, 1996
    are deemed outstanding for computing the percentage of Common Stock owned
    by a person holding such options and for the percentage owned by all
    directors and executive officers as a group but are not deemed outstanding
    for computing the ownership percentage of any other person.
   
(3) The difference reflected in the table above from the amounts shown as
    being owned prior to the Offering is attributable solely to shares of
    Common Stock that will be sold by the Selling Stockholders in the
    Offering. Messrs. Fairley, Palmer, Perez, Bourgeois, Cain, Hutcheson and
    Bailar have agreed to sell, collectively, the first 75,000 shares of
    Common Stock required to cover over-allotments, if any. Berkshire has
    agreed to sell up to the remaining 300,000 shares to cover over-
    allotments, if any.     
 
                                      38
<PAGE>
 
   
(4) Includes options to purchase 262,107 shares which are currently
    exercisable, and 17,724 shares owned by Trico Nautical, Inc., a
    corporation controlled by Messrs. Fairley and Palmer. The shares owned by
    Trico Nautical, Inc. will be sold in the Offering.     
   
(5) Includes 1,961,762 and 575,008 shares, respectively, which may be deemed
    to be beneficially owned by Mr. Ferenbach as a result of his relationship
    with Berkshire Fund III, A Limited Partnership, and 90,904 and 34,158
    shares, respectively, held by Berkshire affiliates from whom Mr. Ferenbach
    has a power of attorney with respect to such shares. Mr. Ferenbach
    disclaims beneficial ownership of such shares. All shares listed under
    "Shares to be Sold" include only such shares to which Mr. Ferenbach
    disclaims beneficial ownership.     
   
(6) Includes 1,961,762 and 575,008 shares, respectively, which may be deemed
    to be beneficially owned by Mr. Greimann as a result of his relationship
    with Berkshire Fund III, A Limited Partnership and 108,842 and 52,096
    shares, respectively, held by Berkshire affiliates from whom Mr. Greimann
    has a power of attorney with respect to such shares. Mr. Greimann
    disclaims beneficial ownership of such shares. All shares listed under
    "Shares to be Sold" include only such shares to which Mr. Greimann
    disclaims beneficial ownership.     
   
(7) Includes currently exercisable options to purchase 161,265 shares before
    the Offering and currently exercisable options to purchase 133,599 shares
    after the Offering.     
   
(8) Includes currently exercisable options to purchase 24,406 shares before
    the Offering and currently exercisable options to purchase 23,452 shares
    after the Offering.     
   
(9) Includes 2,042,038 and 598,538 shares respectively, which may be deemed to
    be beneficially owned by certain directors as a result of their
    relationship with Berkshire. Beneficial ownership of such shares is
    disclaimed. All shares listed under "Shares to be Sold" are such shares.
    Also includes currently exercisable options to purchase 734,291 shares
    before the Offering and currently exercisable options to purchase 704,717
    after the Offering.     
 
                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
MANAGEMENT AGREEMENT
 
  On October 29, 1993, the Company entered into a management agreement with
Berkshire pursuant to which the Company paid a monthly fee of $16,666 and
reimbursed Berkshire for its out of pocket expenses in exchange for management
and other consulting services rendered by Berkshire in the areas of financial
and strategic corporate planning. In addition, pursuant to the management
agreement, Berkshire received a financial advisory fee of $370,000 in October
1993. Upon consummation of the Company's initial public offering in May 1996,
the management agreement was terminated, and the Company is no longer required
to pay the monthly fee.
 
STOCKHOLDER NOTES
 
  The Company issued approximately $10.8 million in aggregate principal amount
of its 9% subordinated notes to those shareholders who purchased Common Stock
prior to the initial public offering (the "Initial Shareholders") in amounts
proportionate to such stockholders' equity investment in the Company, of which
$9,445,171 was issued to Berkshire Fund III, A Limited Partnership, $226,700
to Trico Nautical Inc., a corporation owned by Messrs. Fairley and Palmer,
$112,490 to each of Messrs. Fairley and Palmer, $79,391 to Mr. Ferenbach,
$66,665 to each of Messrs. Bailar and Hutcheson, $29,538 to Mr. Greimann,
$16,667 to Mr. Perez and $12,900 to each of Messrs. Cain and Bourgeois.
Interest on the 9% subordinated notes was payable semiannually in additional
9% subordinated notes equal to 100% of the aggregate amount of interest due.
As a result, the Company had approximately $13.5 million principal amount of
9% subordinated notes outstanding at the time of the Company's initial public
offering.
 
  The Company repaid approximately $6.0 million of indebtedness under its 9%
subordinated notes owned by Berkshire with proceeds from the Company's initial
public offering. All of the approximately $7.5 million of indebtedness that
remained under the 9% subordinated notes was exchanged for a
 
                                      39
<PAGE>
 
number of shares of Common Stock equal to such amount divided by the initial
public offering price per share. Berkshire received 409,324 of the 467,613
shares issued upon the conversion of the 9% subordinated notes.
 
SHAREHOLDERS AGREEMENT
 
  The Company has entered into an agreement (the "Shareholders Agreement")
with all of the Initial Shareholders, pursuant to which such holders have
limited rights to require the Company to register such shares under the
Securities Act. Under the Shareholders Agreement, Berkshire is entitled to two
demand registration rights, upon the request of holders of at least 50% of the
stock held by Berkshire; provided that Berkshire agrees to register at least
$10 million worth of Common Stock in such offering. If Berkshire makes such a
demand, all other Initial Shareholders are entitled to include their shares in
such registration.
 
  If the Company proposes to register any Common Stock under the Securities
Act in connection with a public offering, all of the Initial Shareholders,
including Berkshire, may require the Company to include all or a portion of
the holder's shares issued prior to the initial public offering. The Company
has agreed to pay all the expenses of any registration under the Shareholders
Agreement, other than underwriters' discounts and commissions. In accordance
with the terms of the Shareholders Agreement, the Company will pay all
expenses of the Selling Stockholders in connection with the Offering except
underwriting discounts and commissions.
 
                         DESCRIPTION OF CAPITAL STOCK
 
  The authorized capital stock of the Company consists of 15 million shares of
common stock, $.01 par value per share (the "Common Stock"), and 5 million
shares of preferred stock, $.01 par value per share, issuable in series (the
"Preferred Stock"). As of October 31, 1996, 6,815,845 shares of Common Stock
were outstanding and held by approximately 40 holders of record, and no shares
of Preferred Stock were outstanding. The following description of the capital
stock of the Company is qualified in its entirety by reference to the
Company's Certificate of Incorporation (the "Certificate") and Bylaws, copies
of which are filed or incorporated by reference as exhibits to the
registration statement of which this Prospectus forms a part.
 
COMMON STOCK
 
  Each holder of Common Stock is entitled to one vote for each share of Common
Stock held of record on all matters on which stockholders are entitled to
vote; stockholders may not cumulate votes for the election of directors.
Subject to any preferences accorded to the holders of the Preferred Stock, if
and when issued by the Board of Directors, holders of Common Stock are
entitled to dividends at such times and in such amounts as the Board of
Directors may determine. The Company has never paid cash dividends on its
Common Stock and does not intend to pay dividends for the foreseeable future.
In addition, the Company's credit arrangements contain provisions which
prohibit the Company from paying dividends on its Common Stock. See "Risk
Factors--Dividends." Upon the dissolution, liquidation or winding up of the
Company, after payment of debts, expenses and the liquidation preference plus
any accrued dividends on any outstanding shares of Preferred Stock, the
holders of Common Stock will be entitled to receive all remaining assets of
the Company ratably in proportion to the number of shares held by them.
Holders of Common Stock have no preemptive, subscription or conversion rights
and are not subject to further calls or assessments, or rights of redemption
by the Company. The outstanding shares of Common Stock are, and the shares of
Common Stock being sold in the Offering will be, validly issued, fully paid
and nonassessable.
 
                                      40
<PAGE>
 
PREFERRED STOCK
 
  The Company's Board of Directors has the authority, without approval of the
stockholders, to issue shares of Preferred Stock in one or more series and to
fix the number of shares and rights, preferences and limitations of each
series. Among the specific matters that may be determined by the Board of
Directors are the dividend rights, the redemption price, if any, the terms of
a sinking fund, if any, the amount payable in the event of any voluntary
liquidation, dissolution or winding up of the affairs of the Company,
conversion rights, if any, and voting powers, if any.
 
  One of the effects of the existence of authorized but unissued Common Stock
and undesignated Preferred Stock may be to enable the Board of Directors to
make more difficult or to discourage an attempt to obtain control of the
Company by means of a merger, tender offer, proxy contest or otherwise, and
thereby to protect the continuity of the Company's management. If, in the
exercise of its fiduciary obligations, the Board of Directors were to
determine that a takeover proposal was not in the Company's best interest,
such shares could be issued by the Board of Directors without stockholder
approval in one or more transactions that might prevent or make more difficult
or costly the completion of the takeover transaction by diluting the voting or
other rights of the proposed acquiror or insurgent stockholder group, by
creating a substantial voting block in institutional or other hands that might
undertake to support the position of the incumbent Board of Directors, by
effecting an acquisition that might complicate or preclude the takeover, or
otherwise. In this regard, the Company's Certificate grants the Board of
Directors broad power to establish the rights and preferences of the
authorized and unissued Preferred Stock, one or more series of which could be
issued entitling holders (i) to vote separately as a class on any proposed
merger or consolidation, (ii) to cast a proportionately larger vote together
with the Common Stock on any such transaction or for all purposes, (iii) to
elect directors having terms of office or voting rights greater than those of
other directors, (iv) to convert Preferred Stock into a greater number of
shares of Common Stock or other securities, (v) to demand redemption at a
specified price under prescribed circumstances related to a change of control
or (vi) to exercise other rights designated to impede a takeover. The issuance
of shares of Preferred Stock pursuant to the Board of Directors' authority
described above may adversely effect the rights of holders of the Common
Stock.
 
  In addition, certain other charter provisions that are described below may
have the effect of either alone, in combination with each other, or with the
existence of authorized but unissued capital stock of making more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board of
Directors.
 
CERTAIN CHARTER AND BYLAW PROVISIONS
 
  Classified Board of Directors. The Company's Certificate and Bylaws divide
the members of the Board of Directors into three classes of directors with
each class to be as nearly equal in number of directors as possible, serving
staggered three-year terms. See "Management--Executive Officers and
Directors."
 
  Size of the Board of Directors; Removal of Directors; Filing of Vacancies on
the Board of Directors. The Company's Certificate and Bylaws provide that the
number of directors shall be fixed from time to time by the Board of
Directors, but shall not be fewer than the number required by Delaware law.
Under the Company's Certificate, a vote of 80% of the outstanding shares of
capital stock entitled to vote generally in an election of directors (the
"Voting Stock") is required to remove a director, and a director may only be
so removed for cause involving fraud or a violation of the duty of loyalty as
determined by a final judgment of a court of competent jurisdiction. The
Company's Certificate and Bylaws also provide that a newly created
directorship resulting from an increase in the number of directors may be
filled by the Board of Directors and any vacancies on the Board of Directors
resulting from death, resignation, removal or other cause may be filled only
by the affirmative vote of both (a) a
 
                                      41
<PAGE>
 
majority of the remaining directors then in office and (b) a majority of all
Continuing Directors (as defined below), voting as a separate group. In
addition, these provisions specify that any director elected to fill a vacancy
on the Board of Directors will serve for the remainder of the full term of the
class of directors in which the new directorship was created or in which the
vacancy occurred.
 
  Stockholder Action by Unanimous Consent. Under Delaware law, unless a
corporation's certificate of incorporation specifies otherwise, most action
that could be taken by its stockholders at an annual or special meeting may be
taken, instead, without a meeting and without notice to or a vote of other
stockholders, if a consent in writing is signed by holders of outstanding
stock having voting power that would be sufficient to take such action at a
meeting at which all outstanding shares were present and voted. The Company's
Certificate provides that stockholder action may be taken only at an annual or
special meeting of stockholders or by unanimous written consent. As a result,
stockholders may not act upon any matter except at a duly called meeting or by
unanimous written consent.
 
  Amendment of the Bylaws. Under Delaware law, the power to adopt, amend or
repeal bylaws is conferred upon the stockholders; however, a corporation may
in its certificate of incorporation also confer upon the board of directors
the power to adopt, amend or repeal its bylaws. The Company's Certificate and
Bylaws grant the Board of Directors the power to adopt, amend and repeal the
Bylaws at any regular or special meeting of the Board of Directors but only
upon the affirmative vote of both (i) a majority of the directors then in
office and (ii) a majority of the Continuing Directors, voting as a separate
group. The Company's stockholders may adopt, amend or repeal the Bylaws but
only at any regular or special meeting of stockholders by an affirmative vote
of 80% of the Voting Stock.
 
  Advance Notice of Stockholder Nominations and Stockholder Business. The
Company's Bylaws permit stockholders to nominate a person for election as a
director or bring other matters before a stockholders' meeting only if such
stockholder has been, for at least one year, the beneficial owner of at least
1% of Voting Stock and only if written notice of such intent to nominate or
bring business before a meeting is given as described below.
 
  The notice from a stockholder intending to nominate a person for election as
a director or to propose other matters at a stockholders' meeting must be
furnished to the Company's Secretary not more than 270 days and not less than
60 days in advance of the first anniversary of the preceding year's annual
stockholders' meeting, subject to certain exceptions applicable principally to
special meetings. In addition, the notice must contain information, including
the name, age and address of the stockholder proposing such action and any
persons acting in concert with such stockholder, the number of shares of
Voting Stock held by the stockholder and the dates such stock was acquired,
and a representation by such stockholder that he or she is a holder of record
of the Company's capital stock and intends to appear at the meeting in person
and make the nomination or bring up the specified matter.
 
  In the case of nominations for directors, the notice must also include (i)
the name, age, address and principal occupation of each nominee, (ii) a
description of all arrangements between the nominating stockholder and each
nominee, (iii) other information required to be included in a proxy statement
pursuant to the proxy rules of the Securities and Exchange Commission and (iv)
the consent of each nominee to serve as a director of the Company if elected
and an affidavit of each such nominee certifying that such nominee meets the
qualifications necessary to serve as a director of the Company. In the case of
other proposed business, the notice must set forth a brief description of the
business, the reasons for conducting such business at the meeting and any
material interest of the stockholder therein. The Chairman of the
stockholders' meeting will have the power to disregard any nomination or other
matter that fails to comply with these procedures. In addition, the Company's
Secretary may require any stockholders submitting a notice of intent to make a
nomination or bring up other business to furnish such documentary information
as may be necessary to determine that such stockholder has been for at least
one year the beneficial owner of at least 1% of the Voting Stock.
 
                                      42
<PAGE>
 
  With respect to any proposal by a stockholder to bring before a meeting any
matter other than the nomination of directors, the Company's Bylaws provide
that the Company may disregard proposals that (i) are substantially
duplicative of a prior-received proposal to be voted upon at an upcoming
meeting, (ii) deal with substantially the same subject matter as a prior
proposal that was voted upon within the preceding five years and that failed
to receive affirmative votes in excess of certain specified levels, which
range, depending on the circumstances, between 3% and 10% or (iii) in the
judgment of the Board of Directors, are not proper subjects for action by
stockholders under Delaware law.
 
  Amendment of Certain Provisions of the Certificate of Incorporation. Under
Delaware law, unless the certificate of incorporation specifies otherwise, a
corporation's certificate of incorporation may be amended by the affirmative
vote of the majority of the stockholders. The Company's Certificate requires
the affirmative vote of 80% of the Voting Stock to amend, alter or repeal
certain provisions of the Certificate regarding (i) stockholder unanimous
written consents, (ii) the classification, filling of vacancies and removal of
members of the Board of Directors, (iii) the limitation of liability of
directors, (iv) business combinations and (v) amendments to the Certificate
and the Bylaws.
 
  Special Meetings of the Stockholders. The Company's Bylaws permit the
stockholders to call special meetings of the stockholders only upon the
written request to the Company's Secretary of the beneficial owners of at
least 25% of the outstanding Voting Stock. This provision requires the request
to set forth a brief description of the action proposed to be taken at such
special meeting and the reasons for the action, the name and address of each
beneficial owner composing the group making the request, any material interest
that each such person making the request may have in the matter, the number of
shares of Voting Stock of which each such person is the beneficial owner and
the dates upon which each person acquired his or her stock, a representation
that at least one such beneficial owner or a representative thereof intends to
appear in person at such meeting to propose the action specified in the
request and, if the proposed action includes a proposal to amend the Company's
Certificate or Bylaws, the language of the proposed amendment. The Secretary
may require any person or persons submitting a request to furnish documentary
support of the claim that the person or persons as a group beneficially owns
at least 25% of the outstanding Voting Stock. The Secretary may also refuse to
call a special meeting unless the request is made in compliance with the
foregoing procedures.
 
  Business Combinations. Delaware law provides that a merger, sale of
substantially all of the assets or dissolution of a company requires the
approval of the holders of a majority of the outstanding capital stock.
Pursuant to the Company's Certificate, if one of these transactions or certain
issuances, reclassifications or other transactions affecting the Company's
capital stock involves an Interested Stockholder (as defined below), the
transaction must be approved (i) by a majority of both the directors then in
office and a majority of the Continuing Directors (as defined below), voting
as a separate group and (ii) by the affirmative vote of (A) the holders of 80%
of the Voting Stock, voting together as a single class, and (B) 75% of the
Voting Stock other than Voting Stock beneficially owned by the Interested
Stockholder. An Interested Stockholder is any person who (i) is a beneficial
owner of 10% of the Voting Stock or (ii) is an affiliate of the Company and,
at any time within two years prior to the date in question, was a beneficial
owner of 10% or more of the then outstanding Voting Stock, other than the
Company or its subsidiaries, or any person owning any shares of the capital
stock of the Company as of the date of filing of the Company's Certificate and
any person whose beneficial ownership of any capital of the Company arises
solely as a result of a trusteeship or a custodial relationship with any
employee stock ownership or other employee benefit plan of the Company. A
Continuing Director is any member of the Board of Directors who is not an
Interested Stockholder or an affiliate thereof and (i) was a director prior to
the time the Interested Stockholder became an Interested Stockholder or (ii)
was recommended or elected by a majority of the Continuing Directors at a
meeting at which a quorum consisting of a majority of the Continuing Directors
was present. In the absence of an Interested Stockholder, the Continuing
Directors shall mean all the directors then in office.
 
                                      43
<PAGE>
 
  This additional voting requirement does not apply if the transaction has
been approved by a majority of the Continuing Directors, or if all of the
following conditions have been met: (i) the aggregate amount of consideration
received per share by the holders meet certain "fair price" criteria, (ii)
prior to the consummation of the transaction (a) there has been no failure to
declare or pay dividends on any outstanding Preferred Stock or Common Stock,
(b) the Interested Stockholder has not received the benefits (except
proportionately as a stockholder) of any loans, advances or other financial
assistance or tax advantages provided by the Company, and (c) the Interested
Stockholder has not caused any material change in the Company's equity capital
structure and (iii) the Interested Stockholder has not become the beneficial
owner of any additional shares of Voting Stock except as part of the
transaction that resulted in such Interested Stockholder becoming an
Interested Stockholder or as a result of a pro rata stock dividend.
 
  The Company is also subject to Section 203 of the Delaware General
Corporation Law, which prohibits Delaware corporations from engaging in a wide
range of specified transactions with any interested stockholder, defined to
include, among others, any person other than such corporation and any of its
majority-owned subsidiaries who own 15% or more of any class or series of
stock entitled to vote generally in the election of directors, unless, among
other exceptions, the transaction is approved by (i) the Board of Directors
prior to the date the interested stockholder obtained such status or (ii) the
holders of two-thirds of the outstanding shares of each class or series of
stock entitled to vote generally in the election of directors, not including
those shares owned by the interested stockholder.
 
  The provisions described above may tend to deter any potential unfriendly
offers or other efforts to obtain control of the Company that are not approved
by the Board of Directors and thereby deprive the stockholders of
opportunities to sell shares of Common Stock at prices higher than the
prevailing market price. On the other hand, these provisions will tend to
assure continuity of management and corporate policies and to induce any
person seeking control of the Company or a business combination with the
Company to negotiate on terms acceptable to the then elected Board of
Directors.
 
  Limitations on Foreign Ownership of Company Stock. The Company's Certificate
contains provisions designed to assure that not more than 24% of its
outstanding shares of Common Stock are owned by persons who are not U.S.
citizens. The Certificate provides that any transfer or purported transfer of
shares of Common Stock that would result in the ownership by persons who are
not U.S. citizens of more than 24% of the then outstanding shares of Common
Stock will not become effective against the Company and the Company has the
power to deny voting and dividend rights with respect to such shares and, at
its option, to redeem such shares.
 
TRANSFER AGENT AND REGISTRAR
 
  The Transfer Agent and Registrar for the Common Stock is Chemical Mellon
Shareholder Services, L.L.C.
 
                                      44
<PAGE>
 
                                 UNDERWRITING
   
  Subject to the terms and conditions of the Underwriting Agreement, each of
the Underwriters named below, and each of the Underwriters for whom Schroder
Wertheim & Co. Incorporated, Raymond James & Associates, Inc. and Simmons &
Company International are acting as Representatives (the "Representatives")
has severally agreed to purchase from the Company and the Selling Stockholders
an aggregate of 2,500,000 shares of Common Stock at the price to public less
the underwriting discounts set forth on the cover page of this Prospectus, in
the amounts set forth below opposite their respective names.     
 
<TABLE>   
<CAPTION>
                                                                     NUMBER OF
                                                                    SHARES TO BE
    UNDERWRITERS                                                     PURCHASED
    ------------                                                    ------------
<S>                                                                 <C>
Schroder Wertheim & Co. Incorporated...............................
Raymond James & Associates, Inc....................................
Simmons & Company International....................................
                                                                     ---------
    Total..........................................................  2,500,000
                                                                     =========
</TABLE>    
 
  The Underwriting Agreement provides that the Underwriters' obligation to pay
for and accept delivery of the shares of Common Stock offered hereby is
subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all such shares, excluding shares covered by the over-
allotment option, if any are purchased. The Underwriters have informed the
Company that no sales of Common Stock will be confirmed to discretionary
accounts.
 
  The Company has been advised by the Underwriters that they propose initially
to offer the Common Stock to the public at the public offering price set forth
on the cover page of this Prospectus and to certain dealers at such price,
less a concession not in excess of $        per share. The Underwriters may
allow and such dealers may reallow a concession not in excess of $        per
share to certain other brokers and dealers. After the Offering, the public
offering price, the concession and reallowances to dealers and other selling
terms may be changed by the Underwriters.
   
  The Selling Stockholders have granted to the Underwriters an option
exercisable for 30 days after the date of this Prospectus to purchase up to
375,000 additional shares of Common Stock to cover overallotments, if any, at
the same price per share to be paid by the Underwriters for the other shares
of Common Stock offered hereby. If the Underwriters purchase any such
additional shares pursuant to the overallotment option, each Underwriter will
be committed, subject to certain conditions, to purchase a number of the
additional shares of Common Stock proportionate to such Underwriter's initial
commitment.     
   
  The Company, its directors and executive officers, and certain stockholders
who will beneficially own an aggregate of 1,399,113 shares of the Common Stock
outstanding after the Offering (including shares issuable upon currently
exercisable options) have agreed with the Representatives, for a period of 120
days after the date of this Prospectus, not to issue, sell, offer to sell,
grant any options for the sale of, or otherwise dispose of any shares of
Common Stock or any rights to purchase shares of Common Stock (other than
stock issued or options granted pursuant to the Company's stock incentive
plans and stock sold pursuant to the exercise of the option granted to the
Underwriters to cover over-allotments), without the prior written consent of
Schroder Wertheim & Co. Incorporated.     
 
  The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities that may be incurred in connection
with the sale of the Common Stock, including
 
                                      45
<PAGE>
 
liabilities arising under the Securities Act, and to contribute to payments
that the Underwriters may be required to make with respect thereto.
 
  In connection with the Offering, certain Underwriters and selling group
members who are qualifying registered market makers on the Nasdaq National
Market may engage in passive market making transactions in the Common Stock on
the Nasdaq National Market in accordance with Rule 10b-6A under the Securities
Exchange Act of 1934, during the two business day period before commencement
of offers or sales of the Common Stock offered hereby. Passive market making
transactions must comply with certain volume and price limitations and be
identified as such. In general, a passive market maker may display its bid at
a price not in excess of the highest independent bid for the security, and if
all independent bids are lowered below the passive market maker's bid, then
such bid must be lowered when certain purchase limits are exceeded.
 
                          NOTICE TO ONTARIO RESIDENTS
 
  The distribution of the shares of Common Stock in the Province of Ontario,
Canada is being made only on a private placement basis and is exempt from the
requirement that the Company prepare and file a prospectus with the relevant
Canadian securities regulatory authorities. Accordingly, any resale of the
shares of Common Stock must be made in accordance with applicable securities
laws, which may require resales to be made in accordance with exemptions from
registration and prospectus requirements. Purchasers are advised to seek legal
advice prior to any resale of the shares of Common Stock.
 
  Each Ontario purchaser who receives a purchase confirmation regarding the
purchase of shares of Common Stock will be deemed to represent to the Company
and to the dealer from whom such confirmation is received that such purchaser
is entitled under applicable Ontario securities laws to purchase such shares
of Common Stock without the benefit of a prospectus qualified under such
securities law.
 
  Ontario purchasers of shares of Common Stock should consult their own legal
and tax advisors with respect to the tax consequences of an investment in the
shares of Common Stock in their particular circumstances and with respect to
the eligibility of the shares of Common Stock for investment by the purchaser
under relevant Canadian legislation.
 
  The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available,
including common law rights of action for damages or recision or rights of
action under the civil liability provisions of the U.S. federal securities
laws.
 
  All of the Company's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be
possible for Ontario purchasers to effect service of process within Canada
upon the Company or such persons. All or a substantial portion of the assets
of the Company and such persons may be located outside of Canada and, as a
result, it may not be possible to satisfy a judgment against the Company or
such persons in Canada or to enforce a judgment obtained in Canadian courts
against the Company or persons outside of Canada.
 
                                 LEGAL MATTERS
 
  The validity of the Common Stock offered hereby will be passed upon for the
Company by Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., New
Orleans, Louisiana. Vinson & Elkins L.L.P., Houston, Texas, will pass upon
certain legal matters for the Underwriters.
 
                                      46
<PAGE>
 
                                    EXPERTS
 
  The consolidated balance sheet as of December 31, 1995 and 1994 and the
consolidated statements of operations, stockholders' equity and cash flows for
the years ended December 31, 1995 and 1994 and the period from October 29,
1993 to December 31, 1993 of the Company and the statement of revenues less
direct operating expenses for the period January 1, 1993 through October 28,
1993 of the Acquired Vessels included in this Prospectus, and related
financial statement schedule have been included herein in reliance on the
reports of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
 
                             AVAILABLE INFORMATION
 
  The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (the "Registration
Statement") under the Securities Act with respect to the Common Stock being
offered pursuant to this Prospectus. This Prospectus does not contain all
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
Statements contained herein concerning the provisions of any documents are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed or incorporated by reference as an exhibit to the
Registration Statement.
 
  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, as well as such reports, proxy
statements and other information filed with the Commission by the Company can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
DC 20549, and at the regional offices of the Commission at the following
locations: New York Regional Office, 7 World Trade Center, 13th Floor, New
York, New York 10048 and Chicago Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60621-2511. Copies of such material may be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, DC 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the
Commission (http://www.sec.gov). The Company's Common Stock is traded on the
Nasdaq National Market. Reports, proxy statements and other information may
also be inspected at the offices of the National Association of Securities
Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
 
                                      47
<PAGE>
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
CONSOLIDATED FINANCIAL STATEMENTS:
 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES AND THE ACQUIRED VESSELS
Report of Independent Accountants.........................................   F-2
Consolidated Balance Sheet at December 31, 1995 and 1994..................   F-3
Consolidated Statement of Operations for the years ended December 31, 1995
 and 1994 and the period October 29, 1993 through December 31, 1993.......   F-4
Statement of Revenues less Direct Operating Expenses of the Acquired
 Vessels for the period
 January 1, 1993 through October 28, 1993.................................   F-4
Consolidated Statement of Stockholders' Equity for the years ended
 December 31, 1995 and 1994 and the period October 29, 1993 through
 December 31, 1993........................................................   F-5
Consolidated Statement of Cash Flows for the years ended December 31, 1995
 and 1994 and the period October 29, 1993 through December 31, 1993.......   F-6
Notes to Consolidated Financial Statements................................   F-7
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED):
 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
Consolidated Balance Sheet at September 30, 1996 and December 31, 1995....  F-17
Consolidated Statement of Operations for the three and nine months ended
 September 30, 1996 and 1995..............................................  F-18
Consolidated Statement of Cash Flows for the nine months ended September
 30, 1996 and 1995........................................................  F-19
Notes to Consolidated Financial Statements................................  F-20
</TABLE>

                                      F-1
<PAGE>
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and
Stockholders of Trico Marine Services, Inc.:
 
We have audited the accompanying consolidated balance sheet of Trico Marine
Services, Inc. and Subsidiaries (the "Company") as of December 31, 1995 and
1994, and the related consolidated statements of operations, stockholders'
equity and cash flows for the years ended December 31, 1995 and 1994 and the
period October 29, 1993 through December 31, 1993, and the statement of
revenues less direct operating expenses of the fleet of forty-nine vessels
acquired by Trico Marine Services, Inc. ("Acquired Vessels") as more fully
described in Note 1 for the period January 1, 1993 through October 28, 1993.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
The accompanying statement of revenues less direct operating expenses of the
Acquired Vessels was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission (for inclusion in the
registration statement on Form S-1 of Trico Marine Services, Inc.) as
described in Note 1 and are not intended to be a complete presentation of the
results of operations for the Acquired Vessels.
 
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Trico Marine Services, Inc. and Subsidiaries at December 31, 1995 and 1994,
and the results of their operations and their cash flows for the years ended
December 31, 1995 and 1994 and the period October 29, 1993 through December
31, 1993, and the revenues less direct operating expenses of the Acquired
Vessels for the period January 1, 1993 through October 28, 1993, in conformity
with generally accepted accounting principles.
 
Coopers & Lybrand L.L.P.
 
New Orleans, Louisiana 
March 27, 1996, except for 
Note 14 as to which the date is 
April 29, 1996
 
                                      F-2
<PAGE>
 
                  TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                           CONSOLIDATED BALANCE SHEET
 
                           DECEMBER 31, 1995 AND 1994
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                           ASSETS                             1995     1994
                           ------                            -------  -------
<S>                                                          <C>      <C>
Current assets:
  Cash and cash equivalents................................. $ 1,117  $ 1,770
  Accounts receivable, net..................................   7,417    7,747
  Prepaid expenses and other current assets.................     156      241
                                                             -------  -------
    Total current assets....................................   8,690    9,758
                                                             -------  -------
Property and equipment, at cost:
  Marine vessels............................................  44,603   42,494
  Transportation and other..................................     856      432
                                                             -------  -------
                                                              45,459   42,926
Less accumulated depreciation and amortization..............   6,195    4,418
                                                             -------  -------
  Net property and equipment................................  39,264   38,508
                                                             -------  -------
Other assets, net...........................................   4,159    3,153
                                                             -------  -------
                                                             $52,113  $51,419
                                                             =======  =======
            LIABILITIES AND STOCKHOLDERS' EQUITY
            ------------------------------------
Current liabilities:
  Accounts payable.......................................... $ 3,656  $ 1,988
  Accrued expenses..........................................   2,878    2,220
  Current portion of long-term debt.........................   3,000    4,000
                                                             -------  -------
    Total current liabilities...............................   9,534    8,208
                                                             -------  -------
Long-term debt..............................................  23,695   23,500
Subordinated debt and accrued interest thereon..............  13,085   11,952
Deferred income taxes, net..................................      87      757
                                                             -------  -------
    Total liabilities.......................................  46,401   44,417
                                                             -------  -------
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value, 15,000,000 shares authorized,
 issued 3,123,371 and 3,118,788 shares, outstanding
 3,051,339 and 3,046,756 shares at December 31, 1995 and
 1994, respectively.........................................      31       31
  Additional paid-in capital................................   5,649    5,640
  Retained earnings.........................................      33    1,332
  Treasury stock, at par value, 72,032 shares...............      (1)      (1)
                                                             -------  -------
    Total stockholders' equity..............................   5,712    7,002
                                                             -------  -------
                                                             $52,113  $51,419
                                                             =======  =======
</TABLE>
 
    The accompanying notes are integral part of these consolidated financial
                                  statements.
 
                                      F-3
<PAGE>
 
                  TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                      CONSOLIDATED STATEMENT OF OPERATIONS
         FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 AND THE PERIOD
                   OCTOBER 29, 1993 THROUGH DECEMBER 31, 1993
 
                                ACQUIRED VESSELS
 
              STATEMENT OF REVENUES LESS DIRECT OPERATING EXPENSES
            FOR THE PERIOD JANUARY 1, 1993 THROUGH OCTOBER 28, 1993
 
           (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                      COMPANY                 ACQUIRED VESSELS
                                                                         ------------------------------------ ----------------
                                                                                               FOR THE PERIOD
                                                                         FOR THE YEAR ENDED     OCTOBER 29,    FOR THE PERIOD
                                                                            DECEMBER 31,        1993 THROUGH  JANUARY 1, 1993
                                                                         --------------------   DECEMBER 31,      THROUGH
                                                                           1995       1994          1993      OCTOBER 28, 1993
                                                                         ---------  ---------  -------------- ----------------
<S>                                                                      <C>        <C>        <C>            <C>
Revenues:
  Charter fees.......................................................... $  26,657  $  28,895    $   6,125        $ 26,871
  Other vessel income...................................................        41        139           20              --
                                                                         ---------  ---------    ---------        --------
    Total revenues......................................................    26,698     29,034        6,145          26,871
                                                                         ---------  ---------    ---------        --------
Operating expenses:
  Direct labor and other operating expenses.............................    16,520     16,458        2,952          15,509
  Management fees.......................................................       468        707           90           1,002
  General and administrative............................................     2,509      2,057          256           1,412
  Amortization of marine inspection costs...............................     1,930      1,490          222           1,176
  Other.................................................................       545        764           33             875
                                                                         ---------  ---------    ---------        --------
    Total operating expenses............................................    21,972     21,476        3,553          19,974
                                                                                                                  --------
Revenues less direct operating expenses.................................        --         --           --        $  6,897
                                                                                                                  ========
Depreciating expense....................................................     2,740      2,786          502
                                                                         ---------  ---------    ---------
Operating income........................................................     1,986      4,772        2,090
Interest expense........................................................     3,850      3,767          620
Amortization of deferred financing costs................................       381        344           60
Gain on sale of vessels.................................................      (244)        --           --
Other income, net.......................................................       (32)       (51)          --
                                                                         ---------  ---------    ---------
Income (loss) before income taxes.......................................    (1,969)       712        1,410
Income tax expense (benefit)............................................      (670)       226          564
                                                                         ---------  ---------    ---------
Net income (loss)....................................................... $  (1,299) $     486    $     846
                                                                         =========  =========    =========
Weighted average common shares outstanding.............................. 3,050,688  3,010,285    3,019,609
                                                                         =========  =========    =========
Net income (loss) per average common share outstanding.................. $  (0.43)  $    0.16    $    0.28
                                                                         =========  =========    =========
</TABLE>
 
  The accompanying notes are an integral part for these consolidated financial
                                   statements
 
                                      F-4
<PAGE>
 
                  TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
           AND THE PERIOD OCTOBER 29, 1993 THROUGH DECEMBER 31, 1993
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                            COMMON STOCK    ADDITIONAL            TREASURY STOCK
                          -----------------  PAID-IN   RETAINED  ----------------
                           SHARES   DOLLARS  CAPITAL   EARNINGS  SHARES PAR VALUE
                          --------- ------- ---------- --------  ------ ---------
<S>                       <C>       <C>     <C>        <C>       <C>    <C>
Issuance of common stock
 on October 29, 1993....  3,025,300   $30     $5,472   $    --       --    $--
Issuance of common
 stock..................     56,815     1        102        --       --     --
Contribution of treasury
 stock..................         --    --         --        --   72,032      1
Net income..............         --    --         --       846       --     --
                          ---------   ---     ------   -------   ------    ---
Balance, December 31,
 1993...................  3,082,115    31      5,574       846   72,032      1
Issuance of common
 stock..................     36,673    --         66        --       --     --
Net income..............         --    --         --       486       --     --
                          ---------   ---     ------   -------   ------    ---
Balance, December 31,
 1994...................  3,118,788    31      5,640     1,332   72,032      1
Issuance of common
 stock..................      4,583    --          9        --       --     --
Net loss................         --    --         --    (1,299)      --     --
                          ---------   ---     ------   -------   ------    ---
Balance, December 31,
 1995...................  3,123,371   $31     $5,649   $    33   72,032    $ 1
                          =========   ===     ======   =======   ======    ===
</TABLE>
 
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-5
<PAGE>
 
                  TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                      CONSOLIDATED STATEMENT OF CASH FLOWS
         FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 AND THE PERIOD
                   OCTOBER 29, 1993 THROUGH DECEMBER 31, 1993
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                FOR THE PERIOD
                                                                 OCTOBER 29,
                                                                 1993 THROUGH
                                                                 DECEMBER 31,
                                                1995     1994        1993
                                               -------  ------  --------------
<S>                                            <C>      <C>     <C>
Net income (loss)............................. $(1,299) $  486     $   846
Adjustments to reconcile net income (loss) to
 net cash provided by (used in) operating
 activities:
  Depreciation and amortization...............   5,111   4,620         783
  Deferred income taxes.......................    (670)    577         180
  Interest on subordinated debt...............   1,117   1,009         165
  Gain on sale of vessels.....................    (244)     --          --
  Provision for doubtful accounts.............     240     240          --
Change in operating assets and liabilities:
  Accounts receivable.........................      91    (549)     (7,438)
  Prepaid expenses and other current assets...      25      72        (353)
  Accounts payable and accrued expenses.......   2,327     191       4,018
Other, net....................................    (287)     20        (317)
                                               -------  ------     -------
    Net cash provided by (used in) operating
     activities...............................   6,411   6,666      (2,116)
                                               -------  ------     -------
Cash flows from investing activities:
  Purchases of property and equipment.........  (5,343)   (379)    (45,306)
  Deferred marine inspection costs............  (2,115) (1,792)         --
  Proceeds from sale of vessels...............   1,337   3,139          --
  Purchase of 50% of Trico Marine Operators,
   Inc. common stock..........................      --      --        (205)
                                               -------  ------     -------
    Net cash provided by (used in) investing
     activities...............................  (6,121)    968     (45,511)
                                               -------  ------     -------
Cash flows from financing activities:
  Proceeds from issuance of common stock......       9      66       5,390
  Proceeds from issuance of long-term debt and
   subordinated debt..........................   4,517   2,883      44,136
  Repayment of long-term debt.................  (5,305) (9,000)         --
  Deferred financing costs and other..........    (164)     (8)     (1,704)
                                               -------  ------     -------
    Net cash provided by (used in) financing
     activities...............................    (943) (6,059)     47,822
                                               -------  ------     -------
Net increase (decrease) in cash and cash
equivalents...................................    (653)  1,575         195
Cash and cash equivalents at beginning of
period........................................   1,770     195          --
                                               -------  ------     -------
Cash and cash equivalents at end of period.... $ 1,117  $1,770     $   195
                                               =======  ======     =======
Supplemental information:
  Income taxes paid........................... $    --  $  396     $    --
                                               =======  ======     =======
  Income taxes refunded....................... $   326  $   38     $    --
                                               =======  ======     =======
  Interest paid............................... $ 2,187  $2,079     $   456
                                               =======  ======     =======
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-6
<PAGE>
 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                               ACQUIRED VESSELS
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. BASIS OF PRESENTATION AND DESCRIPTION OF ACQUISITION:
 
  Trico Marine Services, Inc. (the "Company") commenced operations on October
29, 1993 at which time it acquired a wholly-owned subsidiary of the Company,
Trico Marine Assets, Inc. ("Trico Assets") purchased a fleet of 49 vessels
including forty supply and crew boats, five lift boats, and four other
vessels, including a tug and a barge (collectively referred to as the
"Acquired Vessels") from Marine Asset Management Corporation ("MAMC"), a
wholly-owned subsidiary of Chrysler Capital Corporation, pursuant to a
Purchase Agreement dated as of October 29, 1993. Concurrently, the Company
acquired 100% of the common stock of Trico Marine Operators, Inc. ("Trico
Operators"). These acquisitions (the "Acquisition") were consummated in a
series of transactions as follows:
 
  . Berkshire Fund III, a Limited Partnership, and other affiliated investors
    purchased 2,871,615 shares of the Company's common stock for $5,220,600
    cash. Concurrently, 148,845 shares of the Company's common stock were
    purchased by certain members of Trico Operators' management for $65,600
    cash and their 50% stock ownership in Trico Operators. An additional
    4,840 shares of common stock were issued as payment of transaction fees
    to a third party.
 
  . Trico Assets entered into a Revolving Credit and Term Loan Agreement (the
    "Credit Agreement") with The First National Bank of Boston and received
    $33,000,000 of loan proceeds.
 
  . The Company issued $10,432,580 of 9% Subordinated Notes proportionally to
    the Company's stockholders for $10,189,316 cash and $243,264 of
    inventories and other assets. An additional $16,000 of 9% Subordinated
    Notes were issued as payment of transaction fees to a third party.
 
  . Trico Assets purchased the Acquired Vessels and related inventories and
    supplies for cash in the amount of $45,795,000 provided from proceeds of
    the Credit Agreement and an intercompany loan from the Company.
    Simultaneously, the Company purchased the remaining 50% stock ownership
    in Trico Operators from MAMC for $205,000 cash.
 
  . The Company and Berkshire Partners entered into a management agreement
    pursuant to which Berkshire Partners received a financial advisory fee of
    $370,000 on October 29, 1993.
 
  The Acquisition has been accounted for by the purchase method of accounting
and substantially all of the purchase price has been allocated to the Acquired
Vessels based upon their relative fair value. There was no goodwill. The
operating results of the Acquired Vessels and Trico Operators are included in
the Company's consolidated results of operations from the acquisition date.
Subsequent to the Acquisition, management of Trico Operators continued
employment with the Company.
 
  Concurrent with the Acquisition, the stockholders of the Company entered
into a Shareholders Agreement which contains provisions allowing members of
Trico Operators' management to require the Company to purchase their common
stock upon death or disability, retirement or termination. The Company's
requirement to repurchase these shares is eliminated upon a public stock
offering of the Company.
 
  The Company is engaged in the ownership and operation of a diversified fleet
of supply boats, lift boats, crew boats, and other specialty service vessels,
providing support services to the offshore oil and gas industry primarily in
the Gulf of Mexico and also, offshore Mexico and Brazil. The Company's
financial position, results of operations and cash flows are affected
primarily by day rates and fleet utilization in the Gulf of Mexico which
primarily depend on the level of drilling activity, which in turn is dependent
upon both short-term and long-term trends in oil and natural gas prices.
 
                                      F-7
<PAGE>
 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                               ACQUIRED VESSELS
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
  The accompanying statement of revenues less direct operating expenses of the
Acquired Vessels was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission (for inclusion in the
registration statement on Form S-1 of Trico Marine Services, Inc.) and is not
intended to be a complete presentation of the results of operations for the
Acquired Vessels.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 Consolidation Policy
 
  The consolidated financial statements of the Company include the accounts of
its wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
 
 Cash and Cash Equivalents
 
  All highly liquid debt instruments with original maturity dates of less than
three months when purchased are considered to be cash equivalents.
 
 Property and Equipment
 
  Marine vessels, transportation and other equipment are stated at cost.
Depreciation for financial statement purposes is provided on the straight-line
method, assuming 10% salvage value for marine vessels. Marine vessels are
depreciated over a useful life of twenty-five to thirty years from the date of
construction. Remaining lives generally range from ten to fifteen years. Major
modifications which extend the useful life of marine vessels are capitalized
and amortized over the adjusted remaining useful life of the vessel.
 
  Maintenance and repair cost is charged to expense as incurred. When marine
vessels or equipment are sold or otherwise disposed of, their cost and the
accumulated depreciation are removed from the accounts and any gain or loss is
recognized. Marine vessel spare parts are stated at average cost.
 
  Drydocking expenditures in conjunction with marine inspections are
capitalized and amortized on a straight-line basis over the period to be
benefited (generally 24 to 36 months).
 
  The Company allocated a portion of the purchase price of the Acquired
Vessels to marine inspection costs and is amortizing the costs over a period
of 19 to 39 months.
 
 Income Taxes
 
  The Company accounts for income taxes using the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
Taxes." Deferred income taxes are provided at the currently enacted income tax
rates for the difference between the financial statement and income tax bases
of assets and liabilities.
 
 Revenue and Expense Recognition
 
  Charter revenue is earned and recognized on a daily rate basis. Operating
costs are expensed as incurred.
 
                                      F-8
<PAGE>
 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                               ACQUIRED VESSELS
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
 Deferred Financing Costs
 
  Deferred financing costs include costs associated with the issuance of the
Company's debt and are being amortized on a straight-line basis over the life
of the related debt agreement.
 
 Direct Operating Expenses
 
  Direct operating expenses principally include crew costs, insurance, repairs
and maintenance, drydocking charges, casualty losses and general and
administrative expense incurred by the management company.
 
 Earnings Per Share
 
  The Company's earnings per share has been calculated using the weighted
average number of shares of common stock outstanding during the year. Common
stock equivalents during the years ended December 31, 1995 and 1994 and the
period October 29, 1993 through December 31, 1993 had no material dilutive
effect on net income per average common share.
 
 Use of Estimates
 
  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
 Reclassifications
 
  Certain prior-period amounts have been reclassified to conform with the
presentation shown in the current year's financial statements. These
reclassifications had no effect on net income (loss) or total stockholders'
equity.
 
3. ACCOUNTS RECEIVABLE:
 
  The Company's accounts receivable, net consists of the following at December
31, 1995 and 1994 (in thousands):
 
<TABLE>
<CAPTION>
                                                                   1995   1994
                                                                  ------ ------
      <S>                                                         <C>    <C>
      Trade receivables, net of allowance for doubtful accounts
       of $480 and $240 in 1995 and 1994, respectively........... $6,975 $7,299
      Insurance and other........................................    442    448
                                                                  ------ ------
      Accounts receivable, net................................... $7,417 $7,747
                                                                  ====== ======
</TABLE>
 
  The Company, as agent, bills trade accounts receivables on behalf of the
vessels it operates under agreements with third parties. The Company's
receivables are primarily due from entities operating in the oil and gas
industry in the Gulf of Mexico.
 
  Approximately $628,000 and $1,100,000 of accounts receivable at December 31,
1995 and 1994, respectively, is due from oil and gas drilling companies in
Mexico. These amounts are billed and collected in U.S. dollars.
 
                                      F-9
<PAGE>
 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                               ACQUIRED VESSELS
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
4. OTHER ASSETS:
 
  The Company's other assets, net consists of the following at December 31,
1995 and 1994 (in thousands):
 
<TABLE>
<CAPTION>
                                                                  1995   1994
                                                                 ------ ------
      <S>                                                        <C>    <C>
      Deferred marine inspection costs, net of accumulated
       amortization of $1,459 and $352 in 1995 and 1994,
       respectively............................................. $2,378 $1,440
      Deferred financing costs, net of accumulated amortization
       of $785 and $404 in 1995 and 1994, respectively..........  1,104  1,332
      Marine vessels spare parts................................    386    364
      Other.....................................................    291     17
                                                                 ------ ------
      Other assets, net......................................... $4,159 $3,153
                                                                 ====== ======
</TABLE>
 
5. LONG-TERM DEBT AND SUBORDINATED DEBT:
 
  The Company's long-term debt and subordinated debt consists of the following
at December 31, 1995 and 1994 (in thousands):
 
<TABLE>
<CAPTION>
                                                                1995     1994
                                                               -------  -------
      <S>                                                      <C>      <C>
      Revolving loan, interest at a base interest rate plus
       1.75% (10.25% at December 31, 1995) payable quarterly,
       principal due December 31, 1997.......................  $   800  $ 1,500
      Term Loan A, interest at a base interest rate plus
       1.75% (10.25% at December 31, 1995), interest and
       principal installments payable quarterly with final
       payment due December 31, 1999.........................   21,195   23,000
      Term Loan B, interest at a base rate plus 2.75% (11.25%
       at December 31, 1995) payable quarterly, principal due
       December 31, 1999.....................................    4,700    3,000
                                                               -------  -------
                                                                26,695   27,500
      Less current maturities................................   (3,000)  (4,000)
                                                               -------  -------
                                                                23,695   23,500
      9% Subordinated Notes and accrued interest thereon, due
       March 31, 2001........................................   13,085   11,952
                                                               -------  -------
                                                               $36,780  $35,452
                                                               =======  =======
</TABLE>
 
  The annual maturities of long-term debt, as amended, are (in thousands):
 
<TABLE>
      <S>                                                                <C>
      1996.............................................................. $ 3,000
      1997..............................................................   4,800
      1998..............................................................   4,000
      1999..............................................................   4,000
      2000..............................................................  10,895
      Thereafter........................................................  13,085
                                                                         -------
                                                                         $39,780
                                                                         =======
</TABLE>
 
                                     F-10
<PAGE>
 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                               ACQUIRED VESSELS
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
  On October 29, 1993 the Company entered into the Credit Agreement with The
First National Bank of Boston. Availability under the revolving loan is based
on the Company's accounts receivable and was limited to $4 million during 1993
and 1994 and was to be reduced by $1 million at both December 31, 1995 and
1996. In 1993, the Company paid a closing fee of $965,000 in connection with
the Credit Agreement. On December 30, 1994, the Company amended its Revolving
Credit and Term Loan Agreement ("First Amendment"). Availability under the
revolving credit loan was increased to $6 million, with a reduction of $2
million effective June 29, 1995 at which time the Company had the right to
convert the revolving loan into its Term Loan B. Principal repayments of the
Term Loans A and B and the revolving credit were also extended. The Company
incurs a commitment fee of 0.5% per annum on the unused amount. Substantially
all of the Company's assets serve as collateral for the Credit Agreement. The
Credit Agreement contains certain covenants requiring the Company to maintain
debt coverage ratios and net worth levels, limits capital expenditures and
prohibits equity distributions. As of December 31, 1995, the Company was in
compliance with these covenants or had obtained appropriate effective waivers
in the event of noncompliance through subsequent amendment of the Credit
Agreement.
 
  Effective June 28, 1995, the Company amended its Credit Agreement ("Second
Amendment") to establish $5 million of availability under the revolving credit
loan and extend principal payments. Under the Second Amendment, the Company
had the right to convert $2 million of outstanding amounts under the revolving
credit loan into its Term Loan B effective October 31, 1995. The Company
converted $1.7 million of its outstanding revolving credit loan into its Term
Loan B prior to December 31, 1995 ($300,000 of amounts outstanding under the
revolving credit loan were converted into its Term Loan B subsequent to
December 31, 1995). Effective March 6, 1996, the Company amended its Credit
Agreement ("Third Amendment") to provide for an increased total credit
facility, extend principal payments and restructure other portions of the
Credit Agreement. The Third Amendment contains a revolving credit facility and
term loan provisions. A $3 million revolving credit facility, which matures in
July 1997 bears interest at 1.75% above a base rate. The Third Amendment
contains $33,000,000 of term loans in three separate tranches. Tranche A,
representing $27,300,000 bears interest at 1.75% above a base rate. Tranche B,
representing $4,200,000, which has been utilized by the Company to fund the
Brazilian Acquisition (see Note 13), bears interest at 1.75% above a base
rate. Tranche C, representing $1,500,000, bears interest at 1.75% above a base
rate and may be utilized to fund a specific project in Brazil described in the
Third Amendment. The term loans mature in December 2000. Interest on all
amounts outstanding under the Third Amendment is payable monthly with
quarterly principal payments beginning in March 1996. The Company incurs a 1/2
of 1% commitment fee on the unused portion of the amounts outstanding under
the Third Amendment. Beginning in April 1997, the Company must prepay amounts
outstanding under the term loans in the amount of 75% of excess cash flow, as
defined. The Third Amendment contains certain covenants requiring the Company
to maintain a certain debt coverage ratio and net worth levels, limits capital
expenditures and prohibits equity distributions. The Third Amendment contains
a maximum prepayment penalty of approximately $150,000 should the Company
prepay all amounts outstanding under this amendment. The maturities of debt
outstanding under the Credit Agreement as of December 31, 1995 have been
adjusted to reflect the maturities of the Company's obligations with respect
to the Third Amendment.
 
  On October 29, 1993, the Company also sold a series of 9% Subordinated Notes
to its shareholders in the same proportion as their common stock ownership.
Holders of the 9% Subordinated Notes are only permitted to receive payments of
interest in the form of 9% Deferred Interest Notes on a semi-annual basis
until all debt under the Credit Agreement is retired. Concurrent
 
                                     F-11
<PAGE>
 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                               ACQUIRED VESSELS
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

with the First Amendment, the Company also amended its Subordinated Notes
agreement whereby the maturities of its Subordinated Notes were extended to
February 29, 2000. Concurrent with the Third Amendment, the Company also
amended its Subordinated Notes agreement whereby the maturities of its
Subordinated Notes were extended to March 31, 2001.
 
  In December 1993, FSC Corp., a wholly-owned subsidiary of The First National
Bank of Boston, purchased 56,815 shares of the Company's common stock and
$196,710 of the 9% Subordinated Notes for $300,000.
 
  In order to minimize floating interest rate risk, the Company has entered
into the following agreements. During 1993, the Company purchased an interest
rate swap on a notional amount of $10 million. Under the swap, the Company
received a floating interest rate based on the Company's Term Loan A interest
rate and paid a fixed rate of 8.25%, interest settlements occurred quarterly.
The agreement was terminated in 1995 and the Company received $278,000 as
compensation for the early termination of its interest rate swap which was
amortized into interest expense over the remaining original life of the swap.
Concurrent with the termination of the above swap, the Company paid $125,000,
which will be amortized to interest expense over the two year life of the
agreement, to enter into an interest rate corridor on a notional amount of $15
million. Under the corridor, the Company's effective rate of interest on the
notional amount will not exceed 10.25%, as defined, if the floating rate does
not exceed 11.50%. If the floating rate exceeds 11.50%, the Company pays the
floating rate. The Company is exposed to certain losses in the event of non-
performance by the counter-party to the corridor. Management believes the
Company's exposure is not significant.
 
6. INCOME TAXES:
 
  The components of income tax expense (benefit) of the Company for the
periods ended December 31, 1995, 1994 and 1993, are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                             1995   1994   1993
                                                            ------  -----  ----
      <S>                                                   <C>     <C>    <C>
      Current income taxes:
        U.S. federal income taxes.......................... $   --  $(317) $346
        State income taxes.................................     --    (34)   38
      Deferred income taxes:
        U.S. federal income taxes..........................   (667)   572   157
        State income taxes.................................     (3)     5    23
                                                            ------  -----  ----
                                                            $ (670) $ 226  $564
                                                            ======  =====  ====
</TABLE>
 
  The Company's deferred income taxes at December 31, 1995 and 1994 represents
the tax effect of the following temporary differences between the financial
reporting and income tax accounting bases of its assets and liabilities (in
thousands):
 
<TABLE>
<CAPTION>
                                                                  1995    1994
                                                                 ------  ------
      <S>                                                        <C>     <C>
      Accumulated depreciation and amortization................. $7,811  $5,166
      Alternative minimum tax credit carryforwards..............    (29)    (29)
      Net operating loss carryforward........................... (7,300) (3,998)
      Other.....................................................   (395)   (382)
                                                                 ------  ------
      Deferred income tax liability, net........................ $   87  $  757
                                                                 ======  ======
</TABLE>
 
                                     F-12
<PAGE>
 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                               ACQUIRED VESSELS
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
  Reconciling items which represent the difference between income taxes
computed at the Federal statutory tax rate and the provision for income taxes
are primarily the result of state income taxes.
 
  The net operating loss carryforwards for Federal and state tax purposes of
approximately $21 million begin to expire in 2009. Realization is dependent on
generating sufficient taxable income prior to expiration of the loss
carryforwards. Although realization is not assured, management believes that
it is more likely than not that all net operating loss carryforwards will be
fully realized. The amount of the deferred tax asset considered realizable,
however, could be reduced in the near term if estimates of future taxable
income during the carryforward period are not achieved.
 
7. COMMON STOCK OPTION PLANS:
 
  Pursuant to the Company's 1993 Stock Option Plan ("Option Plan") and the
Company's 1993 Key Employee Stock Option Plan ("Employee Option Plan," and
together with the Option Plan, the "Option Plans"), the Company is authorized
to grant incentive and nonqualified stock options to selected officers and
other key employees of the Company. The Compensation Committee of the Board of
Directors has the discretionary authority, subject to certain plan
specifications, to determine the amounts and other terms of such stock
options.
 
  A total of 727,512 shares of the Company's common stock have been reserved
for issuance pursuant to the Option Plan. As of December 23, 1993, certain
affiliates of Berkshire Partners contributed 72,032 shares of the Company's
common stock to the Company. The Company reserved these shares for issuance
pursuant to the Employee Option Plan. These shares have been recorded as
treasury stock at par value.
 
  Options to purchase 576,247 shares of the Company's common stock were
granted to officers and key members of management of the Company on October
29, 1993 at $1.818 per share, the original purchase price of the common stock,
and accordingly, no expense was recognized. Options to purchase 151,265 shares
of the Company's common stock were granted to an officer of the Company on
February 22, 1995 at the October 29, 1993 original cost of the common stock,
which was determined by the Board of Directors to be the fair market value of
the Company's stock at that time, and accordingly, no expense was recognized.
Of the options granted, 180,078 vest yearly in 25% increments beginning on
October 31, 1994, with the options fully vested upon the earlier of October
31, 1997, or at the time of a "Qualified Public Offering" of the Company's
stock, as defined. The remaining options vest and become exercisable upon the
earlier of ten years from the date of grant or the achievement of specified
returns on investment, as defined, for certain investors in the Company or,
for options representing 255,710 shares, the consummation of an "initial
public offering," as defined. The options all expire not later than ten years
from the date of grant. As of December 31, 1995, 1994 and 1993, 90,039, 45,020
and 0, respectively of the option shares were exercisable; no shares were
exercised.
 
8. OTHER RELATED PARTY TRANSACTIONS:
 
  Prior to the Acquisition, Trico Operators and an affiliate of MAMC managed
certain of the Acquired Vessels owned by MAMC pursuant to operating and
management agreements. Trico Operators received management and incentive fees
from MAMC. Trico Operators and the affiliate were reimbursed for all direct
operating costs and allocated general, administrative and overhead expenses.
 
                                     F-13
<PAGE>
 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                               ACQUIRED VESSELS
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
  Amounts earned and reimbursed under these agreements were as follows (in
thousands):
 
<TABLE>
<CAPTION>
                                                               JANUARY 1, 1993
                                                                   THROUGH
                                                               OCTOBER 28, 1993
                                                               ----------------
      <S>                                                      <C>
      Management and incentive fees charged by Trico
       Operators..............................................      $  310
      Reimbursed general and administrative costs to Trico
       Operators..............................................      $1,086
      Reimbursed general and administrative costs to an
       affiliate of MAMC......................................      $  326
</TABLE>
 
  Pursuant to an agreement effective October 29, 1993 (the "Berkshire
Agreement"), Berkshire Partners is entitled to receive $16,666 each month for
five years for providing certain management and other consulting services. The
Berkshire Agreement is automatically renewable on an annual basis after the
initial five year period upon agreement of the parties. Upon consummation of a
public offering, the Berkshire Agreement will be terminated.
 
  During December 1994, the Company appointed two independent directors. These
two directors purchased 36,673 shares of the Company's common stock at the
original cost of the common stock. The two directors, also each purchased
approximately $67,000 of the Company's 9% Subordinated Notes.
 
  During February 1995, an officer of the Company purchased 4,583 shares of
the Company's common stock at the original cost of the common stock and
approximately $17,000 of the Company's 9% Subordinated Notes.
 
9. PROFIT SHARING PLAN:
 
  The Company has a defined contribution profit sharing plan that covers
substantially all employees who qualify as to age and length of service. As of
January 1, 1995, the Company included 401(k) provisions into this plan. In
1995, the Company's contributions to the plan were based on one quarter of the
first five percent of participant contributions plus a discretionary amount.
The Company expensed contributions to the plan for the periods ended December
31, 1995, 1994 and 1993 of $66,000, $60,500 and $9,300, respectively.
 
10. CONTINGENCIES:
 
  Effective October 29, 1993, Trico Assets entered into an agreement with an
unrelated company to provide management and operating services for the five
lift boats purchased from MAMC. The agreement provides for management and
incentive fees to be paid to the unrelated company based on gross monthly
income and the achievement of specified returns, respectively. Pursuant to the
agreement, the operator has been granted a right of first refusal on any sale
of the lift boats.
 
  In the ordinary course of business, the Company is involved in certain
personal injury, pollution and property damage claims and related threatened
or pending legal proceedings. Management, after review with legal counsel and
insurance representatives, is of the opinion these claims and legal
proceedings will be settled within the limits of the Company's insurance
coverages. At December 31, 1995 and 1994, the Company has accrued a liability
in the amount of $1,570,000 and $880,000, respectively, based upon the
insurance deductibles that management believes it may be responsible
 
                                     F-14
<PAGE>
 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                               ACQUIRED VESSELS
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

for paying in connection with these matters. The amounts the Company will
ultimately be responsible for paying in connection with these matters could
differ materially in the near term from amounts accrued.
 
11. OTHER INFORMATION:
 
  The Company maintains cash deposits with banks in excess of federally
insured limits. The Company has not experienced any losses in such accounts.
 
  For the year ended December 31, 1995, approximately 14% and 11% of the
Company's total revenues were received from two oil and gas companies and 43%
of the Company's total revenues were from its top five customers. For the year
ended December 31, 1994, approximately 10% of the Company's total revenues
were received from another oil and gas company and 43% of the Company's total
revenues were from its top five customers.
 
  Shortly after the Acquisition, in November 1993, one of the Acquired Vessels
was severely damaged during its use, which damage was fully insured. The
casualty loss settlement information related to this vessel was considered
when allocating the purchase price, and therefore, no gain related to this
damaged vessel was recognized. Additionally, at the time of the Acquisition,
the Company determined that certain vessels would be sold within one year. The
Company applied the difference between sales proceeds related to those vessels
sold during 1994 and the carrying value of these vessels (approximately
$200,000) to the remaining vessels' cost and did not recognize a gain on the
sale of those vessels.
 
  SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" was issued in March 1995 and is effective
for fiscal years beginning after December 15, 1995. SFAS No. 121 establishes
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill related to those assets to be held and
used and for long-lived assets and certain identifiable intangibles to be
disposed of. SFAS No. 123, "Accounting for Stock-Based Compensation" was
issued in October 1995 and is effective for fiscal years beginning after
December 15, 1995. SFAS No. 123 establishes financial accounting and reporting
standards for stock-based employee compensation plans. The Statement requires
transactions to be accounted for based on the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more
reliably measurable. The Statement does allow pro forma amounts to be
disclosed by companies which continue to apply the prior accounting provisions
for stock-based compensation. Management is currently evaluating the
alternatives available upon implementing this Statement, but expects to adopt
only the pro forma disclosure provisions. The Company does not believe that
implementation of these accounting standards, which have been issued but are
not yet effective, will have a material effect on the Company's financial
position, results of operations or cash flows.
 
12. FAIR VALUE OF FINANCIAL INSTRUMENTS:
 
  The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
"Disclosures About Fair Value of Financial Instruments." The estimated fair
value amounts have been determined by the Company using available market
information and valuation methodologies described below. However, considerable
judgment is required in interpreting market data to develop the estimates of
fair value. Accordingly, the estimates presented herein may not be indicative
of the amounts that the Company could realize in a current market exchange.
The use of different market assumptions or valuation methodologies may have a
material effect on the estimated fair value amounts.
 
                                     F-15
<PAGE>
 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                               ACQUIRED VESSELS
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
  The carrying amounts of cash and cash equivalents approximate fair value due
to the short-term nature of these instruments. The carrying amount of the
revolving credit and term loans approximate fair value because they bear
interest rates currently available to the Company for debt with similar terms
and remaining maturities. It is not practicable to estimate the fair value of
the subordinated debt and accrued interest thereon since quoted prices are not
readily available and valuation techniques would not be practicable due to the
subordination and uncertainty regarding timing of repayment.
 
13. BRAZILIAN ACQUISITION:
 
  Effective March 15, 1996, the Company purchased seven utility vessels and a
40% interest in a marine operating company located in Brazil for a combined
price of $4.2 million. The Brazilian operating company owns another utility
vessel and operates it and the seven other purchased utility vessels under
long-term contracts with a customer located in Brazil. The acquisition has
been accounted for by the purchase method of accounting and substantially all
of the purchase price has been allocated to the vessels purchased based upon
their relative fair value. In addition to the purchase price above, $300,000
of contingent purchase price is payable based upon the operating results of
the purchased utility vessels or the attainment by the Company of a certain
contract to provide offshore marine services in Brazil.
 
14. SUBSEQUENT EVENTS:
 
  On April 26, 1996, the Company's Board of Directors approved a 3.0253-for-1
split of the Company's common stock in the form of a stock dividend. A total
of 2,123,372 shares of common stock, including shares subject to repurchase by
the Company, were issued in connection with the split. The par value of each
share was not changed. Approximately $21,000 was reclassified from the
Company's additional paid-in capital account to the Company's common stock
account. All effects of this stock split, including all share amounts, were
retroactively applied to October 29, 1993. In addition, the Company authorized
5,000,000 shares of $.01 par value per share preferred stock.
 
  In April 1996, the Company signed a purchase agreement to acquire, for $11
million, all of the outstanding capital stock of a special purpose company
whose sole assets consist of four supply vessels that historically have been
bareboat chartered to an affiliated operating company. Pursuant to the terms
of the agreement, on April 29, 1996, the Company made a $400,000 advance
payment with the balance due on or before July 31, 1996, and, on May 1, 1996,
the Company will assume operation of the four boats under bareboat charter
agreements.
 
  In April 1996, the Company modified its Option Plan to include a provision
for the 140,459 options not already containing a provision to become
exercisable at the consummation of an "initial public offering" to become
exercisable upon such a transaction.
 
                                     F-16
<PAGE>
 
                  TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                           CONSOLIDATED BALANCE SHEET
 
                                  (UNAUDITED)
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                     SEPTEMBER 30, DECEMBER 31,
                       ASSETS                            1996          1995
                       ------                        ------------- ------------
<S>                                                  <C>           <C>
Current assets:
  Cash and cash equivalents.........................    $ 1,777      $ 1,117
  Accounts receivable, net..........................     10,646        7,417
  Prepaid expenses and other current assets.........        639          156
                                                        -------      -------
    Total current assets............................     13,062        8,690
                                                        -------      -------
Property and equipment, at cost:
  Marine vessels....................................     77,253       44,603
  Transportation and other..........................        609          856
                                                        -------      -------
                                                         77,862       45,459
Less accumulated depreciation and amortization......      9,112        6,195
                                                        -------      -------
  Net property and equipment........................     68,750       39,264
                                                        -------      -------
Other assets, net...................................      6,066        4,159
                                                        -------      -------
                                                        $87,878      $52,113
                                                        =======      =======
        LIABILITIES AND STOCKHOLDERS' EQUITY
        ------------------------------------
Current liabilities:
  Accounts payable..................................    $ 3,124      $ 3,656
  Accrued expenses..................................      2,653        2,878
  Current portion of long-term debt.................        --         3,000
                                                        -------      -------
    Total current liabilities.......................      5,777        9,534
                                                        -------      -------
Long-term debt......................................     10,000       23,695
Subordinated debt and accrued interest thereon......        --        13,085
Deferred income taxes, net..........................      6,231           87
                                                        -------      -------
    Total liabilities...............................     22,008       46,401
                                                        -------      -------
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value, 15,000,000 shares
 authorized, issued 6,883,471 and 3,123,371 shares,
 outstanding 6,811,439 and 3,051,339 shares at
 September 30, 1996 and December 31, 1995,
 respectively.......................................         69           31
  Additional paid-in capital........................     61,486        5,649
  Retained earnings.................................      4,316           33
  Treasury stock, at par value, 72,032 shares.......         (1)          (1)
                                                        -------      -------
    Total stockholders' equity......................     65,870        5,712
                                                        -------      -------
                                                        $87,878      $52,113
                                                        =======      =======
</TABLE>
 
    The accompanying notes are integral part of these consolidated financial
                                  statements.
 
                                      F-17
<PAGE>
 
                  TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                      CONSOLIDATED STATEMENT OF OPERATIONS
 
                                  (UNAUDITED)
 
           (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED     NINE MONTHS ENDED
                                       SEPTEMBER 30,         SEPTEMBER 30,
                                    --------------------  --------------------
                                      1996       1995       1996       1995
                                    ---------  ---------  ---------  ---------
<S>                                 <C>        <C>        <C>        <C>
Revenues:
  Charter hire..................... $  13,379  $   6,753  $  32,854  $  18,884
  Other vessel income..............        11         10         31         31
                                    ---------  ---------  ---------  ---------
    Total revenues.................    13,390      6,763     32,885     18,915
                                    ---------  ---------  ---------  ---------
Operating expenses:
  Direct vessel operating expenses.     5,973      4,262     16,525     12,955
  General and administrative.......       839        629      2,224      1,909
  Amortization of marine inspection
   costs...........................       535        149      1,432        672
                                    ---------  ---------  ---------  ---------
    Total operating expenses.......     7,347      5,040     20,181     15,536
Depreciation expense...............     1,043        905      2,861      2,833
                                    ---------  ---------  ---------  ---------
Operating income...................     5,000        818      9,843        546
Interest expense...................        50        942      1,710      2,844
Amortization of deferred financing
 costs.............................        30         97        217        284
Gain on sale of assets.............        --        (24)        (7)      (247)
Other income, net..................       (31)        (2)       (65)       (58)
                                    ---------  ---------  ---------  ---------
Income (loss) before income taxes
 and extraordinary item............     4,951       (195)     7,988     (2,277)
Income tax expense (benefit).......     1,733        (66)     2,788       (774)
                                    ---------  ---------  ---------  ---------
Income (loss) before extraordinary
 item..............................     3,218       (129)     5,200     (1,503)
Extraordinary item, net of taxes...       --         --        (917)       --
                                    ---------  ---------  ---------  ---------
Net income (loss).................. $   3,218  $    (129) $   4,283  $  (1,503)
                                    =========  =========  =========  =========
Weighted average common shares and
 equivalents outstanding........... 7,519,830  3,051,339  5,585,537  3,050,245
                                    =========  =========  =========  =========
Earnings per common share and
 equivalent outstanding:
  Income (loss) before
   extraordinary item.............. $    0.43  $   (0.04) $    0.93  $   (0.49)
  Extraordinary item...............       --         --       (0.16)       --
                                    ---------  ---------  ---------  ---------
    Net income (loss).............. $    0.43  $   (0.04) $    0.77  $   (0.49)
                                    =========  =========  =========  =========
</TABLE>
 
  The accompanying notes are an integral part for these consolidated financial
                                   statements
 
                                      F-18
<PAGE>
 
                  TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                      CONSOLIDATED STATEMENT OF CASH FLOWS
 
                                  (UNAUDITED)
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                             NINE MONTHS ENDED
                                                               SEPTEMBER 30,
                                                             ------------------
                                                               1996      1995
                                                             --------  --------
<S>                                                          <C>       <C>
Cash flows from operating activities:
  Net income (loss)......................................... $  4,283  $ (1,503)
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
    Depreciation and amortization...........................    4,556     3,833
    Extraordinary charge....................................    1,411        -
    Deferred income taxes...................................    2,294      (774)
    Interest on subordinated debt...........................      461       829
    Gain on sale of assets..................................       (7)     (247)
    Provision for doubtful accounts.........................      100       180
  Changes in operating assets and liabilities:
    Accounts receivable.....................................   (3,329)      669
    Prepaid expenses and other current assets...............     (530)       53
    Accounts payable and accrued expenses...................     (756)    2,005
  Other, net................................................   (1,124)      (12)
                                                             --------  --------
      Net cash provided by (used in) operating activities...    7,359     5,033
                                                             --------  --------
Cash flows from investing activities:
  Purchases of property and equipment.......................  (29,183)   (3,919)
  Deferred marine inspection costs..........................   (1,300)   (1,462)
  Proceeds from sales of assets.............................       27     1,342
  Investment in unconsolidated company......................   (1,251)      --
                                                             --------  --------
      Net cash provided by (used in) investing activities...  (31,707)   (4,039)
                                                             --------  --------
Cash flows from financing activities:
  Proceeds from issuance of common stock, net of
   registration expenses....................................   48,394         9
  Proceeds from issuance of long-term debt and subordinated
   debt.....................................................   16,169     3,483
  Repayment of long-term and subordinated debt..............  (38,929)   (4,489)
  Deferred financing costs and other........................     (626)     (280)
                                                             --------  --------
      Net cash provided by (used in) financing activities...   25,008    (1,277)
                                                             --------  --------
Net increase (decrease) in cash.............................      660      (283)
Cash and cash equivalents at beginning of period............    1,117     1,770
                                                             --------  --------
Cash and cash equivalents at end of period.................. $  1,777  $  1,487
                                                             ========  ========
Supplemental information:
  Income taxes paid......................................... $      2  $      2
                                                             ========  ========
  Income taxes refunded..................................... $    --   $     11
                                                             ========  ========
  Interest paid............................................. $  4,445  $  2,147
                                                             ========  ========
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-19
<PAGE>
 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                                  (UNAUDITED)
 
1. FINANCIAL STATEMENT PRESENTATION:
 
  The consolidated financial statements for Trico Marine Services, Inc. (the
"Company") included herein are unaudited but reflect, in management's opinion,
all adjustments, consisting only of normal recurring adjustments, that are
necessary for a fair presentation of the nature of the Company's business. The
results of operations for the three and nine months ended September 30, 1996
are not necessarily indicative of the results that may be expected for the
full fiscal year or any future periods. The financial statements included
herein should be read in conjunction with the financial statements and notes
thereto included in the Company's consolidated financial statements for the
year ended December 31, 1995.
 
  Certain prior period amounts have been reclassified to conform with the
presentation shown in the interim consolidated financial statements. These
reclassifications had no effect on net income (loss), total stockholders'
equity or cash flows.
 
2. INITIAL PUBLIC OFFERING:
 
  In May 1996, the Company completed an initial public offering of 3,292,500
shares of common stock, $.01 par value. The proceeds received from the sale
were $48,394,000, net of underwriting discounts and other costs of $4,286,000.
Of the proceeds, the Company used $31,150,000 to prepay senior debt,
$6,000,000 to pay subordinated debt and $11,000,000 to acquire four supply
vessels. The balance of the proceeds was used by the Company for additional
working capital.
 
3. BANK CREDIT AGREEMENTS:
 
  Effective March 6, 1996, the Company amended its agreement with its bank
lenders (the "Credit Agreement") to provide for an increased total credit
facility, extend principal payments and restructure other portions of the
Credit Agreement. The outstanding principal balance of the Credit Agreement of
$31,150,000 was prepaid on May 21, 1996 together with a prepayment fee of
$75,000 from the proceeds of the Company's initial public offering of common
stock. As a result of the prepayment of all amounts outstanding under the
Credit Agreement and the prepayment of all of the Company's subordinated debt,
the Company recorded an extraordinary charge of $917,000, net of taxes of
$494,000, for the write-off of the unamortized balance of related debt
issuance costs.
 
  Effective July 26, 1996, the Company executed a $30,000,000 revolving credit
agreement (the "New Credit Facility") with the same group of lenders that
provided the Company's previous Credit Agreement which was prepaid on May 21,
1996 with proceeds from the initial public offering. The New Credit Facility
was increased to $35,000,000 effective August 26, 1996. The New Credit
Facility provides for interest payments only until its maturity on June 30,
1999 and bears interest at LIBOR plus 1 1/2% per annum with a commitment fee
of 3/8% per annum on the undrawn portion. The New Credit Facility is
collateralized by certain of the Company's vessels and related assets and
requires that the Company maintain certain financial ratios. When the New
Credit Facility was executed, the Company had no outstanding borrowings.
 
4. FOREIGN ACQUISITION AND SWATH CONTRACT:
 
  On March 15, 1996, the Company acquired seven line handling vessels and a
40% interest in a marine operating company located in Brazil for a combined
price of $4.2 million (the "Walker Acquisition"). The Brazilian operating
company owns an eighth line handling vessel and operates it
 
                                     F-20
<PAGE>
 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                                  (UNAUDITED)
and the seven other acquired vessels under long-term contracts with a customer
located in Brazil. The acquisition has been accounted for by the purchase
method of accounting. Of the purchase price, $3,565,000 has been allocated to
the acquired vessels based upon their relative fair value, $270,000 has been
allocated to the Company's investment in the stock of the Brazilian operating
company with the remaining $365,000 allocated to goodwill. In addition to the
purchase price above, $300,000 of contingent purchase price was paid on August
27, 1996 based upon the attainment by the Company of a certain contract to
provide offshore marine services in Brazil. This amount has been recorded as
additional goodwill.
 
  On August 15, 1996, the Company entered into a five year contract with
Petroleo Brasileiro S.A. ("Petrobras"), to build and operate an advanced
"small water area twin hull" crew boat (the "SWATH vessel") which will be used
to transport personnel to offshore platforms. On October 7, 1996, the Company
entered into an agreement with a shipyard to construct the SWATH vessel. The
total cost of the vessel, including equipment provided by the Company, is
expected to be approximately $11,000,000. The Company expects the vessel to be
completed and operations to commence by the end of 1997.
 
5. STOCK SPLIT:
 
  On April 26, 1996, the Company's Board of Directors approved a 3.0253-for-1
split of the Company's common stock in the form of a stock dividend. The
financial statements have been restated to reflect all effects of this stock
split, including all share amounts and per share data.
 
6. STOCK OPTION AND INCENTIVE PLANS:
 
  In April 1996, the Company modified its 1993 Stock Option Plan to include a
provision for the 140,459 options not already containing a provision to become
exercisable at the consummation of an "Initial public offering" to become
exercisable upon such a transaction. Pursuant to the Company's 1996 Incentive
Compensation Plan, options to purchase 110,500 shares of the Company's common
stock have been granted to officers, key members of management and certain
long-term employees. Options under the 1996 Incentive Compensation Plan that
were granted prior to the initial public offering were granted at the initial
public offering price; options granted subsequent to the initial public
offering were granted at the closing price on The NASDAQ Stock Market on the
day of grant. Accordingly, no expense has been recognized for stock options.
 
7. DOMESTIC ACQUISITIONS:
 
  On May 22, 1996, the Company acquired for $11,000,000 all of the outstanding
capital stock of HOS Marine Partners, Inc. ("HOS"), a special purpose company
whose sole assets consist of four supply vessels. In addition to the purchase
price, the Company recognized, in accordance with Statement of Financial
Accounting Standards No. 109, a deferred Income tax liability of $3,850,000
for the deferred tax consequences of the differences between the assigned
values and the tax bases of the assets owned by HOS. The acquisition was
accounted for using the purchase method of accounting and the results of
operations from the date of acquisition are included on the accompanying
unaudited consolidated financial statements. Of the $11,000,000 purchase price
and the recognized
 
                                     F-21
<PAGE>
 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                                  (UNAUDITED)
 
 
$3,850,000 deferred income tax liability, $14,000,000 was allocated to the
vessels based upon their relative fair value, $279,000 was allocated to
deferred tax assets based upon the estimated realizable value of the net
operating tax loss carryforward of HOS and the remaining $571,000 was
allocated to goodwill.
 
  On September 30, 1996, the Company acquired from subsidiaries of OMI Corp.
three supply vessels for $11,600,000. The Company borrowed $10,000,000 under
its New Credit Facility to fund a portion of the purchase. The acquisition was
accounted for using the purchase method of accounting and the entire purchase
price has been allocated to the vessels based on their fair value. Since the
acquisition was effective at the end of the day on September 30, 1996, the
accompanying unaudited consolidated financial statements contain the
acquisition, but do not contain any results of operations for these vessels.
 
8. SUBSEQUENT EVENTS:
 
  Effective October 8, 1996, the Company amended its New Credit Facility to
establish additional availability under the revolving credit portion, to
create a term loan portion and to extend the agreement until October 8, 2002.
Under this amendment the Company increased its line of credit under the New
Credit Facility to $50,000,000 and the revolving credit portion of the New
Credit Facility was amended to expire on October 8, 1998. Upon expiration, any
outstanding amounts under the revolving credit facility will be converted into
a term loan which will be repaid in quarterly installments, with interest,
over a four year period until maturity on October 8, 2002.
 
  On October 10, 1996, the Company acquired from Kim Susan Inc. and affiliated
companies seven supply vessels for $32,000,000. The Company borrowed
$30,500,000 under its New Credit Facility to fund a portion of the purchase.
The acquisition will be accounted for using the purchase method of accounting.
 
  In late October the Company signed definitive agreements to purchase three
supply vessels from a subsidiary of SEACOR Holdings, Inc. for $11,450,000 in
cash. The acquisition will be funded with borrowings under the New Credit
Facility and cash generated from operations. Management anticipates that the
acquisition will close in December, 1996.
 
                                     F-22
<PAGE>
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
  NO DEALER, SALESMAN OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CON-
NECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR THE UNDERWRITERS. THIS PRO-
SPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN
THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
 
                               -----------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Prospectus Summary........................................................    3
The Company...............................................................    3
The Offering..............................................................    5
Summary Financial and Operating Data......................................    6
Risk Factors..............................................................    8
Use of Proceeds...........................................................   10
Price Range of Common Stock...............................................   11
Dividend Policy...........................................................   11
Capitalization............................................................   12
Selected Consolidated Financial and Operating Data........................   13
Management's Discussion and Analysis of Financial Condition and Results of
 Operations...............................................................   15
Business..................................................................   23
Management................................................................   33
Principal and Selling Stockholders........................................   38
Certain Relationships and Related Transactions............................   39
Description of Capital Stock..............................................   40
Underwriting..............................................................   45
Notice to Ontario Residents...............................................   46
Legal Matters.............................................................   46
Experts...................................................................   47
Available Information.....................................................   47
Index to Consolidated Financial Statements................................  F-1
</TABLE>
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                
                             2,500,000 SHARES     
 
                                     LOGO
                         [LOGO OF TRICO APPEARS HERE]
 
                          TRICO MARINE SERVICES, INC.
 
                                 COMMON STOCK
                          ($0.01 PAR VALUE PER SHARE)
 
                            SCHRODER WERTHEIM & CO.
 
                                 RAYMOND JAMES
                              & ASSOCIATES, INC.
 
                               SIMMONS & COMPANY
                                 INTERNATIONAL
 
                               NOVEMBER   , 1996
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
 
                                    PART II
 
                    INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
  Estimated expenses payable in connection with the proposed sale of Common
Stock covered hereby are as follows:
 
<TABLE>       
      <S>                                                             <C>
      SEC registration fee........................................... $  34,850
      NASD filing fee................................................    11,500
      Blue Sky fees and expenses.....................................    10,000
      Accounting fees................................................    75,000
      Printing expenses..............................................    86,000
      Legal fees and expenses........................................   100,000
      Miscellaneous expenses.........................................     7,650
                                                                      ---------
      Total.......................................................... $325,000*
                                                                      =========
</TABLE>    
--------
* All expenses except the SEC registration fee and the NASD filing fee are
  estimated.
 
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify its directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended (the "Securities Act"). In addition, the Registrant's bylaws
provide for the indemnification of directors and officers against expenses and
liabilities incurred in connection with defending actions brought against them
for negligence or misconduct in their official capacities. The Registrant also
has indemnity agreements, a form of which is incorporated by reference herein
as Exhibit 10.1, with each of its directors, which provide for indemnification
of such directors. The Registrant has purchased insurance permitted by the
Delaware General Corporation Law on behalf of directors and officers, which
may cover liabilities under the Securities Act. The Underwriting Agreement, a
form of which is filed as Exhibit 1 and incorporated herein by reference, also
provides indemnification to directors and officers of the Registrant under
certain conditions.
 
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
 
  On October 26, 1993, the Company issued 303 shares of its Common Stock to
Berkshire Fund III Investment Corp. (an affiliate of Berkshire) for an
aggregate purchase price of $550.
 
  On October 29, 1993, the Company issued an aggregate of 2,953,268 (including
the 303 shares referred to in the preceding paragraph) shares of its Common
Stock and $10,448,580 in principal amount of its 9% Subordinated Notes (the
"Notes") for an aggregate purchase price of $15,948,580 to Berkshire Fund III
Investment Corp., affiliates of Berkshire, members of Company management and
an intermediary.
 
  Also on October 29, 1993, pursuant to its 1993 Stock Option Plan, the
Company granted options to buy an aggregate of 576,247 shares of its Common
Stock in equal amounts to Messrs. Fairley and Palmer at a current per share
exercise price (after giving effect to adjustments pursuant to the terms of
the option since that date) of $1.82. As of November 30, 1995, Messrs. Fairley
and Palmer surrendered 72,032 of such options (36,016 each) of the Company,
and the Company granted such options to five other members of Company
management (Messrs. Cain, Bourgeois, Edison, Bailey and Steele).
 
                                     II-1
<PAGE>
 
  On December 27, 1993, the Company issued 56,815 shares of Common Stock and
$196,710 in principal amount of its Notes for an aggregate purchase price of
$300,000 to FSC Corp. ("FSC"), a wholly-owned subsidiary of the First National
Bank of Boston.
 
  On December 30, 1994, the Company issued to Benjamin F. Bailar 18,336 shares
of Common Stock and $66,664.50 in principal amount of its Notes for an
aggregate purchase price of $100,000. The Company also issued 18,336 shares of
Common Stock and $66,664.50 in principal amount of its Notes to Edward C.
Hutcheson, Jr. on the same day.
 
  On February 22, 1995, the Company issued 4,583 shares of Common Stock and
$16,667.50 in principal amount of its Notes to Victor M. Perez for an
aggregate purchase price of $25,000. The Company also issued to Mr. Perez
options to buy 151,265 shares of Common Stock at a current exercise price
(after giving effect to adjustments pursuant to the terms of the options since
that date) of $1.82.
 
  All of the securities described above were offered and sold without
registration under the Securities Act inasmuch as they were deemed not subject
to registration pursuant to the exemptions provided in Section 4(2) of the
Securities Act, Regulation D and the other rules and regulations promulgated
thereunder as securities sold in transactions not involving any public
offering.
 
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
  (a) The exhibits filed as part of this Registration Statement are as
follows:
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                          DESCRIPTION OF EXHIBITS
 -------                         -----------------------
 <C>      <S>
     1*   --Form of Underwriting Agreement.
     3.1  --Certificate of Incorporation of the Company.(1)
     3.2  --Bylaws of the Company.(2)
     4    --Specimen of Common Stock Certificate.(2)
     5**  --Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
           L.L.P. as to the legality of the Company's Common Stock.
    10.1  --Form of Indemnity Agreement by and between the Company and each of
           the Company's directors.(2)
    10.2  --Note and Stock Purchase Agreement, dated as of October 29, 1993, by
           and among the Company, Berkshire Fund III Investment Corp, and other
           purchasers, as amended.(2)
    10.3  --Revolving Credit Agreement among Trico Marine Operators, Inc.,
           Trico Marine Assets, Inc., Trico Marine Services, Inc. and The First
           National Bank of Boston, Hibernia National Bank, and First National
           Bank of Commerce as Banks and The First National Bank of Boston, as
           Agent dated as of July 26, 1996 ("Revolving Credit Agreement").(3)
    10.4  --Amendment No. 1 dated as of August 26, 1996 to the Revolving Credit
           Agreement.(5)
    10.5  --Amendment No. 2 dated as of September 25, 1996 to the Revolving
           Credit Agreement (5)
    10.6  --Amendment No. 3 dated as of October 8, 1996 to the Revolving Credit
           Agreement(5)
    10.7  --Sale and Purchase Agreement dated September 27, 1996, by and
           between Trico Marine Assets, Inc. and Ogden Marine Indonesia, Inc.,
           a wholly-owned subsidiary of OMI, relating to the sale of the M/V
           OMS Galveston.(4)
    10.8  --Sale and Purchase Agreement dated September 27, 1996, by and
           between Trico Marine Assets, Inc. And Ogden Marine Indonesia, Inc.,
           a wholly-owned subsidiary of OMI, relating to the sale of the M/V
           OMS Kenedy.(4)
    10.9  --Sale and Purchase Agreement dated September 27, 1996, by and
           between Trico Marine Assets, Inc. And Ogden Marine Indonesia, Inc.,
           a wholly-owned subsidiary of OMI, relating to the sale of the M/V
           Brazoria.(4)
</TABLE>
 
                                     II-2
<PAGE>
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                           DESCRIPTION OF EXHIBITS
 -------                          -----------------------
 <C>        <S>
    10.10*  --Sale and Purchase Agreement by and between Ensco Offshore Company
             and Trico Marine Assets, Inc. dated October 11, 1996 relating to
             Houma, Louisiana docking and maintenance facility.
    10.11   --Vessel Purchase Agreement dated as of August 1, 1996 among Trico
             Marine Assets, Inc. and Kim Susan, Inc., K&B Boat Rentals, Inc.,
             Fagan Boat Services, Inc.(5)
    10.12   --Stockholders Agreement by and among the Company, Berkshire Fund
             III Investment Corp., various affiliates of Berkshire Partners,
             Eldon L. Hinds, Ronald O. Palmer, Thomas E. Fairley, Kenneth W.
             Bourgeois, Michael D. Cain, William O. Edison, Joseph O. Bailey
             and Frank L. Steele dated of October 29, 1993(2)
    10.13   --Management Agreement dated as of October 29, 1993 by and among
             Berkshire Partners and the Company.(2)
    10.14   --Management and Operating Agreement dated as of October 28, 1993
             by and among Power Offshore Services, Inc., Trico Marine
             Operators, Inc. and Trico Marine Assets, Inc. As amended.(2)
    10.15   --The Company's 1996 Incentive Compensation Plan.(2)
    10.16   --The Company's 1993 Stock Option Plan.(2)
    10.17   --Form of Stock Option Agreement under the 1993 Stock Option
             Plan.(2)
    10.18   --Form of Option Agreement under the 1996 Incentive Compensation
             Plan.(2)
    10.19   --Form of Noncompetition, Nondisclosure and Severance Agreements
             between the Company and each of its Executive Officers.(2)
    10.20   --Agreement by and among the Company and purchasers of its 9%
             Subordinated Notes and Common Stock dated as of March 25, 1996
             regarding the recapitalization of the Company.(2)
    10.21   --Sale and Purchase Agreement dated October 28, 1996 by and between
             Seacor Marine, Inc. and Trico Marine Assets, Inc. relating to the
             sale of the M/V Boon.(6)
    10.22   --Sale and Purchase Agreement dated October 29, 1996 by and between
             Seacor Marine, Inc. and Trico Marine Assets, Inc. relating to the
             sale of the M/V Padre Island.(6)
    10.23   --Sale and Purchase Agreement dated October 28, 1996 by and between
             Seacor Marine, Inc. and Trico Marine Assets, Inc. relating to the
             sale of the M/V Timbalier Island.(6)
    21*     --Subsidiaries of the Company.
    23.1*   --Consent of Coopers & Lybrand L.L.P.
    23.2**  --Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
             L.L.P. (included in Exhibit 5).
    24.1*   --Power of Attorney (included in Signature Page to the Registration
             Statement).
</TABLE>
--------
  * Previously filed.
 ** Filed or refiled with this Amendment.
(1) Incorporated by reference to the Company's Registration Statement on Form
    8-A filed with the Commission on April 25, 1996.
(2) Incorporated by reference to the Company's Registration Statement on Form
    S-1 (Registration Statement No. 333-2990).
(3) Incorporated by reference to the Company's Form 10-Q for the quarter ended
    June 30, 1996.
(4) Incorporated by reference to the Company's Form 8-K dated September 30,
    1996.
(5) Incorporated by reference to the Company's Form 8-K dated October 10,
    1996.
(6) Incorporated by reference to the Company's Form 10-Q for the quarter ended
    September 30, 1996.
 
  (b) The financial statement schedule filed as part of this Registration
Statement is included in this Registration Statement on pages S-1 and S-2.
 
                                     II-3
<PAGE>
 
ITEM 17. UNDERTAKINGS.
 
  The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
 
  Insofar as indemnification for liabilities arising under the Securities Act,
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
  The undersigned registrant hereby undertakes that:
 
    (1) For purposes of determining any liability under the Securities Act,
  the information omitted from the form of prospectus filed as part of this
  registration statement in reliance upon Rule 430A and contained in a form
  of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h)
  under the Securities Act shall be deemed to be part of this registration
  statement as of the time it was declared effective.
 
    (2) For the purpose of determining any liability under the Securities
  Act, each post-effective amendment that contains a form of prospectus shall
  be deemed to be a new registration statement relating to the securities
  offered therein, and the offering of said securities at that time shall be
  deemed to be the initial bona fide offering thereof.
 
                                     II-4
<PAGE>
 
                                  SIGNATURES
   
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Amendment No. 2 to its Registration
Statement to be signed on its behalf by the undersigned in the City of
Houston, State of Texas, on November 18, 1996.     
 
                                          TRICO MARINE SERVICES, INC.
 
                                          By:      /s/ Victor M. Perez
                                          -------------------------------------
                                                    Victor M. Perez,
                                             Vice President, Chief Financial
                                                  Officer and Treasurer
   
  Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registrant's Registration Statement was signed by the following
persons in the capacities and on the dates indicated.     
 
<TABLE>   
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
 
<S>                                  <C>                           <C>
                 *                   Director, Chairman of the     November 18, 1996
____________________________________ Board, President and Chief
         Thomas E. Fairley           Executive Officer
 
                 *                   Director, Executive Vice      November 18, 1996
____________________________________ President
          Ronald O. Palmer
 
      /s/  Victor M. Perez           Vice President, Chief         November 18, 1996
____________________________________ Financial Officer and
          Victor M. Perez            Treasurer (Principal
                                     Financial Officer)
 
                 *                   Vice President and            November 18, 1996
____________________________________ Controller (Principal
        Kenneth W. Bourgeois         Accounting Officer)
 
                 *                   Director                      November 18, 1996
____________________________________
         Benjamin F. Bailar
 
                 *                   Director                      November 18, 1996
____________________________________
           Carl Ferenbach
 
                 *                   Director                      November 18, 1996
____________________________________
         Garth H. Greimann
 
                 *                   Director                      November 18, 1996
____________________________________
      Edward C. Hutcheson, Jr.
 
   *By /s/    Victor M. Perez
____________________________________
          Victor M. Perez
          Attorney-in-Fact
</TABLE>    
 
                                     II-5
<PAGE>
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and
Stockholders of Trico Marine Services, Inc.:
 
In connection with our audits of the consolidated financial statements of
Trico Marine Services, Inc. and Subsidiaries as of December 31, 1995 and 1994
and for the years ended December 31, 1995 and 1994 and the period October 29,
1993 through December 31, 1993, which financial statements are included in the
Prospectus, we have also audited the financial statement schedule included on
page S-2 herein. This financial statement schedule is the responsibility of
the Company's management.
 
In our opinion, this financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
 
Coopers & Lybrand L.L.P.
 
New Orleans, Louisiana
March 27, 1996, except for
Note 14 as to which the
date is April 29, 1996
 
                                      S-1
<PAGE>
 
                                                                    SCHEDULE II
 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
                       VALUATION AND QUALIFYING ACCOUNTS
         FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 AND THE PERIOD
                  OCTOBER 29, 1993 THROUGH DECEMBER 31, 1993
                                (IN THOUSANDS)
 
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
           COLUMN A             COLUMN B  COLUMN C COLUMN C   COLUMN D  COLUMN E
--------------------------------------------------------------------------------
                                 BALANCE  CHARGED                       BALANCE
                                   AT     TO COSTS CHARGED               AT END
                                BEGINNING   AND    TO OTHER                OF
         DESCRIPTION            OF PERIOD EXPENSES ACCOUNTS  DEDUCTIONS  PERIOD
--------------------------------------------------------------------------------
             1995
<S>                             <C>       <C>      <C>       <C>        <C>
Deducted in balance sheet from
 accounts receivable:
  Allowance for doubtful
   accounts--trade............    $240      $240       --         --      $480
                                  ====      ====     ====       ====      ====
<CAPTION>
             1994
<S>                             <C>       <C>      <C>       <C>        <C>
Deducted in balance sheet from
 accounts receivable:
  Allowance for doubtful
   accounts--trade............    $ --      $240       --         --      $240
                                  ====      ====     ====       ====      ====
  Allowance for doubtful
   accounts--billed as agent..    $514        --       --       $514(1)   $ --
                                  ====      ====     ====       ====      ====
<CAPTION>
             1993
<S>                             <C>       <C>      <C>       <C>        <C>
Deducted in balance sheet from
 accounts receivable:
  Allowance for doubtful
   accounts--billed as agent..    $ --        --     $514(1)      --      $514
                                  ====      ====     ====       ====      ====
</TABLE>
--------
(1) Allowance for doubtful accounts--billed as agent is for receivables billed
    as agent. Amount is due to the purchase of Trico Marine Operators, Inc., a
    wholly-owned subsidiary. Deduction of amount was borne by the previous
    owners of the vessels.
 
                                      S-2
<PAGE>
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                           DESCRIPTION OF EXHIBITS
 -------                          -----------------------
 <C>        <S>
     1*     --Form of Underwriting Agreement.
     3.1    --Certificate of Incorporation of the Company.(1)
     3.2    --Bylaws of the Company.(2)
     4      --Specimen of Common Stock Certificate.(2)
     5**    --Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
             L.L.P. as to the legality of the Company's Common Stock.
    10.1    --Form of Indemnity Agreement by and between the Company and each
             of the Company's directors.(2)
    10.2    --Note and Stock Purchase Agreement, dated as of October 29, 1993,
             by and among the Company, Berkshire Fund III Investment Corp, and
             other purchasers, as amended.(2)
    10.3    --Revolving Credit Agreement among Trico Marine Operators, Inc.,
             Trico Marine Assets, Inc., Trico Marine Services, Inc. and The
             First National Bank of Boston, Hibernia National Bank, and First
             National Bank of Commerce as Banks and The First National Bank of
             Boston, as Agent dated as of July 26, 1996 ("Revolving Credit
             Agreement").(3)
    10.4    --Amendment No. 1 dated as of August 26, 1996 to the Revolving
             Credit Agreement.(5)
    10.5    --Amendment No. 2 dated as of September 25, 1996 to the Revolving
             Credit Agreement (5)
    10.6    --Amendment No. 3 dated as of October 8, 1996 to the Revolving
             Credit Agreement(5)
    10.7    --Sale and Purchase Agreement dated September 27, 1996, by and
             between Trico Marine Assets, Inc. and Ogden Marine Indonesia,
             Inc., a wholly-owned subsidiary of OMI, relating to the sale of
             the M/V OMS Galveston.(4)
    10.8    --Sale and Purchase Agreement dated September 27, 1996, by and
             between Trico Marine Assets, Inc. And Ogden Marine Indonesia,
             Inc., a wholly-owned subsidiary of OMI, relating to the sale of
             the M/V OMS Kenedy.(4)
    10.9    --Sale and Purchase Agreement dated September 27, 1996, by and
             between Trico Marine Assets, Inc. And Ogden Marine Indonesia,
             Inc., a wholly-owned subsidiary of OMI, relating to the sale of
             the M/V Brazoria.(4)
    10.10*  --Sale and Purchase Agreement by and between Ensco Offshore Company
             and Trico Marine Assets, Inc. dated October 11, 1996 relating to
             Houma, Louisiana docking and maintenance facility.
    10.11   --Vessel Purchase Agreement dated as of August 1, 1996 among Trico
             Marine Assets, Inc. and Kim Susan, Inc., K&B Boat Rentals, Inc.,
             Fagan Boat Services, Inc.(5)
    10.12   --Stockholders Agreement by and among the Company, Berkshire Fund
             III Investment Corp., various affiliates of Berkshire Partners,
             Eldon L. Hinds, Ronald O. Palmer, Thomas E. Fairley, Kenneth W.
             Bourgeois, Michael D. Cain, William O. Edison, Joseph O. Bailey
             and Frank L. Steele dated of October 29, 1993(2)
    10.13   --Management Agreement dated as of October 29, 1993 by and among
             Berkshire Partners and the Company.(2)
    10.14   --Management and Operating Agreement dated as of October 28, 1993
             by and among Power Offshore Services, Inc., Trico Marine
             Operators, Inc. and Trico Marine Assets, Inc. As amended.(2)
    10.15   --The Company's 1996 Incentive Compensation Plan.(2)
    10.16   --The Company's 1993 Stock Option Plan.(2)
    10.17   --Form of Stock Option Agreement under the 1993 Stock Option
             Plan.(2)
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                           DESCRIPTION OF EXHIBITS
 -------                          -----------------------
 <C>        <S>
    10.18   --Form of Option Agreement under the 1996 Incentive Compensation
             Plan.(2)
    10.19   --Form of Noncompetition, Nondisclosure and Severance Agreements
             between the Company and each of its Executive Officers.(2)
    10.20   --Agreement by and among the Company and purchasers of its 9%
             Subordinated Notes and Common Stock dated as of March 25, 1996
             regarding the recapitalization of the Company.(2)
    10.21   --Sale and Purchase Agreement dated October 28, 1996 by and between
             Seacor Marine, Inc. and Trico Marine Assets, Inc. relating to the
             sale of the M/V Boon.(6)
    10.22   --Sale and Purchase Agreement dated October 29, 1996 by and between
             Seacor Marine, Inc. and Trico Marine Assets, Inc. relating to the
             sale of the M/V Padre Island.(6)
    10.23   --Sale and Purchase Agreement dated October 28, 1996 by and between
             Seacor Marine, Inc. and Trico Marine Assets, Inc. relating to the
             sale of the M/V Timbalier Island.(6)
    21*     --Subsidiaries of the Company.
    23.1*   --Consent of Coopers & Lybrand L.L.P.
    23.2**  --Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
             L.L.P. (included in Exhibit 5).
    24.1*   --Power of Attorney (included in Signature Page to the Registration
             Statement).
</TABLE>
--------
  * Previously filed.
 ** Filed or refiled with this Amendment.
(1) Incorporated by reference to the Company's Registration Statement on Form
    8-A filed with the Commission on April 25, 1996.
(2) Incorporated by reference to the Company's Registration Statement on Form
    S-1 (Registration Statement No. 333-2990).
(3) Incorporated by reference to the Company's Form 10-Q for the quarter ended
    June 30, 1996.
(4) Incorporated by reference to the Company's Form 8-K dated September 30,
    1996.
(5) Incorporated by reference to the Company's Form 8-K dated October 10,
    1996.
(6) Incorporated by reference to the Company's Form 10-Q for the quarter ended
    September 30, 1996.