UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
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SEC FILE NUMBER: 000-32855
CUSIP NUMBER: 891019101
NOTIFICATION OF LATE FILING
(Check one): [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K
[x]Form 10-Q [ ]Form N-SAR [ ]Form N-CSR
For Period Ended: September 30, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:________________
Read Instruction (on back page) Before Preparing Form. Please
Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified an information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
N/A
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PART I - REGISTRANT INFORMATION
Torch Offshore, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
401 Whitney Avenue, Suite 400
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Address of Principal Executive Office (Street and Number)
Gretna, Louisiana 70056
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
[x] (a) The reason described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense.
[x] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K,
Form N-SAR or Form N-CSR, or portion thereof, will be
filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if
applicable.
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-
Q, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
Torch Offshore, Inc. (the "Company") is filing this Form 12b-25
in respect of its quarterly report on Form 10-Q for the quarterly
period ended September 30, 2004 because the Form 10-Q could not
be filed within the prescribed time period because certain
information and data relating to and necessary for the completion
of the Company's financial statements and management's discussion
and analysis of financial condition and results of operations
could not be obtained within such time period without unreason-
able effort or expense. The Company expects to file its Form 10-Q
for the quarterly period ended September 30, 2004 on or
before November 22, 2004.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Robert E. Fulton (504) 367-7030
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the Registrant was
required to file such report(s) been filed? If answer is no,
identify report(s).
Yes [x] No [ ]
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
Yes [x] No [ ]
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
See Attachment
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Torch Offshore, Inc.
________________________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date November 16, 2004 By /s/ Robert E. Fulton
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Robert E. Fulton
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of
the Registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on
behalf of the Registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the Registrant shall be filed with
the form.
ATTACHMENT
The net loss for the third quarter of 2004 is estimated to be
approximately $7.0 million. This is a significant change in net
results as compared to the third quarter of 2003 that generated a
net loss of $1.4 million. This will also result in a significant
change in the Company's nine-month results as compared to the
corresponding period from the 2003 fiscal year. This change is
a result of many factors, including lower than expected
utilization of the Company's vessels combined with a very
competitive pricing market in the Gulf of Mexico that
negatively impacted the Company's quarterly revenues and gross
margin. In addition, the Company recorded a $4.1 million charge
related to the settlement of the Midnight Hunter arbitration
case, which was settled in September 2004.