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As filed with the Securities and Exchange Commission on September 10, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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SEACOR HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3542736
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
11200 Westheimer, Suite 850
Houston, Texas 77042
(713) 782-5990
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
Mr. Randall Blank
Executive Vice President, Chief Financial Officer and Secretary
SEACOR Holdings, Inc.
1370 Avenue of the Americas, 25th Floor
New York, New York 10019
(212) 307-6633
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
David E. Zeltner, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after this Registration Statement becomes
effective, as determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
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. [_]
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Unit (1) Price (1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $.01 par value $1,176,646 $46.5625 $54,787,579.38 $18,892.27
<FN>
(1) The registration fee for the shares of Common Stock being registered hereby, $18,892.27 has been calculated pursuant
to Section 6(b) of, and Rule 457(c) under, the Securities Act of 1933, as amended (the "Securities Act"), as follows:
1/29th of 1% of the product of: (x)$46.5625, the average of the high and low sales prices of a share of the
Common Stock as reported in the NASDAQ National Market on September 5, 1996, and (y) 1,176,646, the maximum number
of shares of Common Stock to be offered to the public.
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 10, 1996
PROSPECTUS
1,176,646 SHARES
SEACOR HOLDINGS, INC.
COMMON STOCK
($.01 Par Value)
This Prospectus relates to the offer and sale of up to 1,176,646 shares
(the "Shares") of the common stock, $.01 par value (the "Common Stock"), of
SEACOR Holdings, Inc. ("SEACOR" or the "Company"). The Shares will be offered
for sale by certain stockholders of the Company (the "Selling Stockholders")
from time to time in transactions effected on the NASDAQ National Market (or
any national securities exchange or U.S. inter-dealer quotation system of a
registered national securities association, on which the Shares are then
listed), in privately negotiated transactions, or in a combination of such
methods of sale. Such methods of sale may be conducted at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions directly, or indirectly through broker-dealers or agents acting
on their behalf, and in connection with such sales, such broker-dealers or
agents may receive compensation in the form of commissions or discounts from
the Selling Stockholders and/or the purchasers of the Shares for whom they may
act as agent or to whom they sell Shares as principal or both (which
commissions or discounts might be in excess of customary commissions). To the
extent required, the names of any agents or broker-dealers, and applicable
commissions or discounts and any other required information with respect to
any particular offer of Shares by the Selling Stockholders, will be set forth
in a Prospectus Supplement. See "Selling Stockholders" and "Plan of
Distribution."
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Company has agreed to bear
all expenses of registration of the Shares under federal or state securities
laws and to indemnify the Selling Stockholders against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, as
amended (the "Securities Act").
SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS FOR A
DISCUSSION OF CERTAIN MATERIAL FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
The Shares offered for resale by the Selling Stockholders are being
offered pursuant to certain investment and registration rights agreements
between the Company and each of the Selling Stockholders. See "Selling
Stockholders."
The Common Stock is traded on the NASDAQ National Market under the
symbol "CKOR." The last reported sale price of the Common Stock on September
9, 1996 was $47.75 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is September __, 1996.
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AVAILABLE INFORMATION
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 and other information with the Securities
and Exchange Commission (the "Commission"). Copies of reports, proxy
statements and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
also are available for inspection at the Commission's regional offices located
at 500 West Madison, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, Suite 1300, New York, New York 10048 and the Commission website at
(http://www.sec.gov). Copies of such material also can be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Such reports, proxy statements
and other information may also be inspected at the offices of the NASDAQ
National Market at 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments thereto, the "Registration Statement")
under the Securities Act with respect to the Shares. This Prospectus does not
contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete and, with respect to each such contract, agreement or
other document filed as an exhibit to the Registration Statement, reference is
made to the exhibit for a more complete description of the matter involved,
and each such statement is deemed qualified in its entirety by such reference.
The Registration Statement and the exhibits thereto can be inspected and
copied at the public reference facilities maintained by the Commission,
regional offices and the offices of the Commission and of the NASDAQ National
Market referred to above.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act (File No. 0-20904) are incorporated by reference
in this Prospectus:
(1) The Company's Annual Report on Form 10-K for its fiscal year ended
December 31, 1995 filed with the Commission on March 18, 1996;
(2) The Company's Quarterly Report on Form 10-Q for its fiscal quarter
ended March 31, 1996 filed by the Company with the Commission on
May 15, 1996;
(3) The Company's Quarterly Report on Form 10-Q for its fiscal quarter
ended June 30, 1996 filed by the Company with the Commission on
August 14, 1996;
(4) The Company's Current Report on Form 8-K dated May 31, 1996 and
filed with the Commission on June 7, 1996;
(5) The Company's Current Report on Form 8-K dated June 6, 1996 and
filed with the Commission on June 10, 1996;
(6) The Company's Current Report on Form 8-K dated May 31, 1996 and
filed with the Commission on June 14, 1996; and
(7) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on November 30, 1992, including any amendment or report
filed for the purposes of updating such description.
All reports and other documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of the offering of
the Shares made by this Prospectus shall be deemed to be incorporated herein
by reference and to be a part hereof on and from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or
oral request of such person, a copy of any and all documents incorporated by
reference in this Prospectus (not including exhibits to such information
unless such exhibits are specifically incorporated by reference in such
information). Such requests should be directed to: SEACOR Holdings, Inc.,
1370 Avenue of the Americas, 25th Floor, New York, New York 10019, Attention:
Secretary, telephone number (212) 307-6633.
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THE COMPANY
The Company is a major provider of offshore marine services to the oil
and gas exploration and production industry and is one of the leading
providers of oil spill response services to owners of tank vessels and oil
storage, processing and handling facilities. The Company operates a
diversified fleet of more than 200 vessels primarily dedicated to servicing
offshore oil and gas exploration and production facilities in the U.S. Gulf of
Mexico, the North Sea, offshore West Africa and Mexico. The Company's
offshore service vessels deliver cargo and personnel to offshore
installations, handle anchors for drilling rigs and other marine equipment,
support offshore construction and maintenance work and provide standby safety
support. The Company also furnishes vessels for special projects such as well
stimulation, seismic data gathering, freight hauling and line handling.
The Company's environmental services business principally provides
contractual oil spill response services to those who store, transport, produce
or handle petroleum and certain other non-petroleum oils as required by the
Oil Pollution Act of 1990 ("OPA 90") and various state regulations. The
Company's services, provided primarily through its indirect wholly owned
subsidiary, National Response Corporation ("NRC"), include training for and
supervision of activities in response to oil spill emergencies and the
maintenance of specialized equipment for immediate deployment and spill
response. NRC has acted as the principal oil spill response contractor on
several of the largest oil spills that have occurred in the United States
since the enactment of OPA 90.
SEACOR was incorporated in Delaware in December 1989 for the purpose of
acquiring the capital stock of NICOR Marine, Inc. and certain of its marine
affiliates and subsidiaries which, at the time of the acquisition, owned 36
and managed five vessels and to acquire SCF Offshore, Inc. which owned two
vessels.
1996 DEVELOPMENTS
On July 3, 1996, the Company sold in an underwritten public offering
909,235 shares of its Common Stock at $43.50 per share (the "1996 Offering").
In conjunction with the 1996 Offering, 842,355 shares of Common Stock were
sold by several of the Company's stockholders. The Company received net
proceeds of approximately $37.7 million, of which $26.0 million was used to
purchase four out of six vessels to be acquired from Compagnie Nationale de
Navigation, a French corporation ("CNN"), pursuant to the CNN Agreement
described below and to prepay certain indebtedness owed by the Company to CNN
in connection with prior vessel purchases, and the remainder was allocated for
general corporate purposes.
On June 6, 1996, the Company and CNN entered into an agreement (the
"1996 CNN Agreement") pursuant to which the Company agreed to acquire six
vessels from CNN for an aggregate purchase price of $22,650,000 with the
understanding that three of such vessels would be bareboat chartered to CNN.
The 1996 CNN Agreement also provided for the Company to prepay certain
promissory notes in the aggregate principal amount of $9.6 million issued to
CNN by a subsidiary of the Company on December 17, 1993 in connection with the
Company's acquisition on such date of certain vessels from CNN. In addition,
CNN agreed to exercise its right to convert $4.75 million principal amount of
the Company's 2.5% Convertible Subordinated Notes due January 1, 2004 (the
"2.5% Notes") issued to CNN in connection with such acquisition of vessels
into 156,650 shares of Common Stock in accordance with the terms of the 2.5%
Notes. Pursuant to the 1996 CNN Agreement, the Company agreed to include
459,948 shares of Common Stock owned by CNN on June 6, 1996, and the 156,650
additional shares of Common Stock to be issued to CNN upon the conversion of
the 2.5% Notes in the 1996 Offering for resale to the public. The
consummation of the transactions contemplated by the 1996 CNN Agreement was
conditioned upon the sale of such 616,598 shares of Common Stock in the 1996
Offering and occurred substantially simultaneously with such sale.
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On June 6, 1996, the Company notified First Trust National Association,
as trustee, of the Company's 6.0% Convertible Subordinated Notes due July 1,
2003 (the "6.0% Notes") of the Company's election to call the 6.0% Notes for
redemption on July 12, 1996. On or about July 12, 1996, holders of the 6.0%
Notes converted the 6.0% Notes into shares of Common Stock at a ratio of
39,024 shares of Common Stock per $1,000 principal amount of the 6.0% Notes
(representing a conversion price of $25.625 per share). The entire
$55,250,000 principal amount outstanding of the 6.0% Notes were converted and
2,156,083 shares of Common Stock were issued to the holders of the 6.0% Notes.
On May 31, 1996, the Company acquired McCall Enterprises, Inc.
("McCall") and affiliated companies (collectively, the "McCall Companies")
which operate 36 crew boats and five utility boats dedicated to serving the
oil and gas industry primarily in the U.S. Gulf of Mexico. Such acquisition
(the "McCall Acquisition") was accomplished pursuant to a series of merger and
share exchange agreements (the "McCall Agreements") involving the Company,
certain subsidiaries of the Company, the McCall Companies and the former
stockholders of the McCall Companies. In consideration for the McCall
Acquisition, on August 9, 1996, the Company issued an aggregate of 1,306,550
shares of Common Stock to the former stockholders of the McCall Companies.
The McCall Acquisition is intended to qualify as a tax-free reorganization and
has been accounted for as a pooling-of-interests.
For additional information relating to the transactions described above,
see the Company's Current Reports on Form 8-K referred to above under
"Incorporation of Certain Information by Reference." For additional
information relating to the Company's business, operations, properties, and
other matters, see the Company's Annual Report on Form 10-K for its fiscal
year ended December 31, 1995 and its Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1996 and June 30, 1996 referred to above under
"Incorporation of Certain Information by Reference."
Unless the context indicates otherwise, any reference in this Prospectus
to the "Company" refers to SEACOR Holdings, Inc. and its consolidated
subsidiaries, including NRC, and any references in this Prospectus to "SEACOR"
refer to SEACOR Holdings, Inc.
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RISK FACTORS
PROSPECTIVE INVESTORS IN THE COMMON STOCK OFFERED HEREBY SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, IN ADDITION TO ALL OF THE OTHER
INFORMATION APPEARING OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS.
INDUSTRY CONDITIONS
Offshore Marine Services; Market Volatility
The Company's offshore vessel operations are dependent on activity in
the offshore oil and gas exploration and development industry. The level of
exploration and development of offshore areas is affected by both short-term
and long-term trends in oil and gas prices which, in turn, are related to the
demand for petroleum products and the current availability of oil and gas
resources. The level of offshore activity is also related to local policies
that influence drilling activities. In recent years, oil and gas prices and,
therefore, the level of offshore exploration and drilling activity, have been
extremely volatile. A significant or prolonged decline in future oil and gas
prices would likely result in reduced exploration and development of offshore
areas and a decline in the demand for offshore marine services. Such reduced
activity could have a material adverse effect on the Company's financial
condition and results of operations.
Charter rates for the Company's equipment also are dependent on the
supply of offshore marine vessels. Excess vessel capacity in the industry can
result from refurbishment of "mothballed" vessels, conversion of vessels
formerly dedicated to services other than oil support and related offshore
marine activities, and construction of new vessels. The addition of new
capacity to the worldwide offshore marine fleet would increase competition in
those markets where the Company presently operates which, in turn, could have
a material adverse effect on the Company's financial condition and results of
operations.
ENVIRONMENTAL SERVICES
The environmental response business is dependent upon the development,
interpretation and enforcement of regulations promulgated under OPA 90 and, to
a lesser extent, upon oil spill response regulations developed at the state
level. There currently is no uniformity of regulatory development or
enforcement on a federal or state level. The Company believes that it
generally benefits from increasingly stringent oil spill regulations and from
increased enforcement of such regulations (which, in each case, increases
demand for NRC's services). However, a relaxation of oil spill requirements
or decreased enforcement of such regulations could reduce demand for NRC's
services and, therefore, have a material adverse effect on the Company's
financial condition and results of operations.
NRC is a "classified" Oil Spill Removal Organization ("OSRO"). The
United States Coast Guard (the"Coast Guard") classifies OSROs based on their
overall resource capability to respond to various types and sizes of oil
spills in different operating environments such as rivers/canals, inland
waters and oceans (separated into nearshore, offshore and open ocean areas).
In November 1993, shortly after the initial OSRO program guidelines were
published, NRC applied for and received an "E" classification, the highest
classification level achievable. Under the original program, NRC's "E"
classification expires in 1996 when it is due for renewal. The Coast Guard
reserves the right to review NRC's resource capability at any time based on
the company's performance during actual response and cleanup activities and
exercises and may, under certain circumstances, amend or revoke the
classification. In September 1995, the Coast Guard proposed revised draft
OSRO guidelines and requested industry and regulatory comments. On December
28, 1995, the revised OSRO guidelines were published. Significant revisions
include geographic-specific classifications, a requirement to ensure the
availability of non-dedicated resources in quantities twice what is required
of dedicated resources, proof of subcontractor support and more stringent
oversight by the Coast Guard. NRC has reapplied for new classification under
the
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revised guidelines. Although NRC expects to receive an interim classification
in September 1996, the Coast Guard must verify the information in the
application, and there can be no assurance that NRC will receive a final
classification or a final classification equivalent to its current
classification.
RELIANCE ON SIGNIFICANT CUSTOMERS
The Company offers offshore marine services primarily to the major
integrated oil companies and large independent oil and gas exploration and
production companies. The percentage of revenues attributable to an
individual customer varies from time to time, depending on the level of oil
and gas exploration undertaken by a particular customer, the suitability of
the Company's vessel for the customer's projection and other factors, many of
which are beyond the Company's control. For the year ended December 31, 1995,
approximately 19.5% and 14.8% of the Company's marine operating revenues were
received from Mobil Oil Corporation and Conoco, Inc., respectively.
The Company offers its environmental and oil spill response services
primarily to the domestic and international shipping community, including dry
cargo vessel owners and owners of facilities such as refineries, pipelines,
exploration and production platforms and tank terminals. The Company
presently has approximately 325 customers and provides retainer coverage to
approximately 1,800 tank vessels, 850 barges and 350 facilities. The
Company's retainer arrangements with these customers include both short-term
contracts (one year or less) and long-term agreements, in some cases as long
as seven years. For the year ended December 31, 1995, Coastal and Phibro,
NRC's two largest customers, accounted for 28.6% of NRC's retainer revenues
collectively.
GOVERNMENT REGULATION
Both the Company's offshore marine operations and environmental response
operations are materially affected by government regulation in the form of
international conventions, federal and state laws and regulations in
jurisdictions where the Company's vessels operate and/or are registered.
These regulations govern oil spills and other matters of environmental
protection, worker health and safety, and the manning, construction and
operation of vessels.
The Company believes that it presently is in material compliance with
the environmental laws and regulations to which the Company's operations are
subject. The Company is not a party to any pending proceeding and is unaware
of any threatened litigation or other judicial, administrative or arbitrable
environmental proceedings which, if adversely determined, would have a
material adverse effect on the financial condition or results of operations of
the Company. However, the risks of incurring substantial compliance costs and
liabilities and penalties for non-compliance are inherent in offshore marine
service operations. There can be no assurance that significant costs,
liabilities, and penalties will not be incurred by or imposed on the Company
in the future.
Offshore Marine Services
OPA 90 requires owners and operators of tank vessels and certain other
oil handling facilities to obtain certificates of financial responsibility for
potential oil spill liability. The Company currently satisfies this
requirement with respect to the six vessels required to maintain such
certificates.
Environmental Services
The Company's environmental services are conducted through NRC, an
indirect wholly owned subsidiary of the Company. OPA 90 regulations require
certain vessels to identify in their response plans the availability of
response resources or OSROs they will use in the event of an oil spill. NRC's
primary sources of revenue are retainer arrangements with customers for making
available its spill removal vessels and related marine equipment
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in the event of a spill. Authority to implement these regulations is divided
among several regulatory agencies: the Coast Guard, the U.S. Environmental
Protection Agency, the U.S. Minerals Management Service and the Office of
Pipeline Safety. Currently, there is no uniformity of regulatory
interpretation or enforcement by these agencies. On the state level,
enforcement of analogous regulations varies from state to state. Due to this
lack of uniformity, the amount of response resources required to be made
available to the Company's customers is unclear. In addition, because
regulatory enforcement initiatives affect the demand for NRC's retainer
coverage, state and federal regulatory policies may have a material impact on
NRC's results of operations.
In addition to establishing policies which impact the demand for and
value of NRC's services, the Coast Guard, pursuant to its program for
classifying OSROs, provides classified OSROs a market advantage over non-
classified service providers. A classified OSRO provides its clients a means
of verifying that such entity has the necessary response resources available.
Revocation of such "classification" or changes in the requirements could have
a material adverse effect on the Company's financial condition or results of
operations.
In providing spill response services, NRC is subject to the Federal
responder immunity doctrine, otherwise known as the "Good Samaritan" doctrine,
which holds the Company harmless from liability for any spills that result
from the Company's response efforts, unless the Company is found to be grossly
negligent or to have engaged in willful misconduct. While most of the U.S.
states in which NRC provides service have adopted the Good Samaritan doctrine,
several states have not. In the event that NRC is determined to have acted
with gross negligence or have engaged in willful misconduct in providing spill
response services, NRC could be jointly and severally liable with the local
contractor and the responsible party for any resulting damages. Although NRC
maintains insurance coverage against such risks which it considers adequate,
there can be no assurance that such coverage adequately will cover future
claims that may arise.
OPERATING RISKS AND INSURANCE
The operation of offshore support vessels are subject to various risks,
including catastrophic marine disaster, adverse weather conditions, mechanical
failure, collision, oil and hazardous substance spills and errors of
navigation by vessel pilots, all of which represent a threat to the safety of
personnel and to the Company's vessels, cargo, equipment under tow and other
property, as well as the environment. The primary operating risks inherent in
the environmental response business are the failure to meet the planning
guidelines of federal and state statutes, or gross negligence in providing
spill response services. The occurrence of the foregoing events either in the
offshore marine services or environmental services business could result in
revenue and casualty loss, increased costs and significant liability by the
Company to third parties. The Company maintains insurance coverage against
certain of these risks which it considers adequate, and it has not in the past
experienced a loss in excess of policy limits. 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.
RELIANCE ON FOREIGN OPERATIONS
For the year ended December 31, 1995, approximately 37% of the Company's
offshore marine revenues were derived from foreign operations. The Company's
foreign offshore marine operations are subject to various risks inherent in
conducting business in foreign nations. These risks include, among others,
political instability, potential vessel seizure and 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. Although, historically, the Company's operations have
not been materially affected by such conditions or events, it is not possible
to predict whether any such conditions or events might develop in the future.
The occurrence of any one or more of such conditions or events could have a
material adverse effect on the Company's financial condition and results of
operations.
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The Company currently operates 30 vessels offshore West Africa, which
primarily service the local offshore oil and gas industry. The Company's
operations offshore West Africa are highly dependent on the level of activity
in Nigeria. At this time, Nigeria, because of its domestic policies, has
become the subject of certain international sanctions, including the
suspension of development aid by the European Union and the suspension of
Nigeria from the Commonwealth of Nations. Additional sanctions may be imposed
in the future, which could include economic sanctions, such as an oil embargo.
Economic sanctions or an oil embargo would have a significant negative impact
on activity in the oil and gas industry offshore West Africa, which in turn
would have a negative impact on the Company's operations in that area. There
can be no assurance that the effects of economic sanctions or an oil embargo
with respect to Nigeria would not have a material adverse effect on the
Company's financial condition and results of operations.
CURRENCY FLUCTUATIONS
Due to its foreign operations, the Company is exposed to currency
fluctuations and exchange rate risks. To minimize the financial impact of
these risks, the Company attempts to contract the majority of its services in
U.S. dollars. However, in certain of the Company's foreign operations, the
Company collects revenues and pays expenses in local currency. For financial
statement reporting purposes these accounts are translated into U.S. dollars
at the weighted average exchange rates during the relevant period.
Because the Company conducts substantially all its operations in U.S.
dollars, to the extent the value of the U.S. dollar decreases in relation to
the value of applicable foreign currencies, such decrease potentially could
adversely affect the Company's operating revenues in foreign jurisdictions.
To date, currency fluctuations have not had a material impact on the Company's
financial condition or results of operations and the Company is not a party to
any currency hedging arrangements.
AGE OF FLEET
As of March 31, 1996 the average age of the Company's offshore marine
service fleet was approximately 14 years, whereas, at such date, the average
age of the Company's environmental service response fleet was 27.6 years.
NRC's vessels primarily operate in a "stand-by" mode with minimal wear and,
consequently, management does not consider age to be a reliable indicator of
the commercial viability of the vessels. The Company believes that after an
offshore supply vessel has been in service for approximately 25 years, the
amount of expenditures (which typically increase with vessel age) necessary to
satisfy required marine certification standards may not be economically
justifiable. If the Company is unable to replace its vessels at the end of
their useful economic lives, the cost of new building could materially
increase the Company's capital expenditures. There can be no assurance that
the Company will be able to maintain its fleet by extending the economic life
of existing vessels or acquiring new or used vessels, or that the Company's
financial resources will be sufficient to enable it to make capital
expenditures for such purposes.
COMPETITION
Both the Company's marine and environmental segments operate in highly
competitive industries. In addition to price, service and reputation, the
principal competitive factors for offshore supply fleets include the existence
of national flag preference, operating conditions and intended use (all of
which determine the suitability of vessel types), complexity of maintaining
logistical support and the cost of transferring equipment from one market to
another.
The principal competitive factors in the environmental services business
are price, service, reputation, experience and operating capabilities. The
Company believes that the lack of uniformity of regulatory development and
enforcement on a federal and state level has created a lower barrier of entry
in several market
<PAGE>
<PAGE>
segments which has increased the number of competitors. NRC faces competition
in several market segments which has increased the number of competitors. NRC
faces competition from the Marine Spill Response Corporation (a non-profit
corporation funded by the major integrated oil companies), other industry
cooperatives, and also from smaller contractors who target specific market
niches.
DIVIDENDS
The Company has not paid any cash dividends since its inception in
December 1989 and presently does not intend to pay any cash dividends on its
Common Stock in the future. Instead, the Company intends to retain earnings
for working capital and to finance the expansion of its business operations.
In addition, as a holding company, the Company's ability to pay any cash
dividends is dependent on the earnings and cash flows of its operating
subsidiaries and their ability to make funds available to the Company.
Pursuant to the terms of the DnB Facility, the Company, without the prior
written consent of Den norske Bank A/S, is prohibited through January 31, 1996
from paying cash dividends in respect of the Common Stock.
LIMITATION ON FOREIGN OWNERSHIP OF COMMON STOCK
The Company is subject to the Shipping Act, 1916, as amended (the
"Shipping Act"), and the Merchant Marine Act of 1920, as amended (the "1920
Act," and collectively with the Shipping Act, the "Acts"), which govern, among
other things, the ownership and operation of vessels used to carry cargo
between U.S. ports. The Acts require that vessels engaged in the U.S.
coastwise trade be (i) owned by U.S. citizens and (ii) built in the U.S. For
a corporation engaged in the U.S. coastwise trade to be deemed a citizen of
the U.S., (a) the corporation must be organized under the laws of the U.S. or
of a state, territory or possession thereof, (b) each of the president or
other chief executive officer and the chairman of the board of directors of
such corporation must be U.S. citizens, (c) no more than a minority of the
number of directors of such corporation necessary to constitute a quorum for
the transaction of business can be non-U.S. citizens and (d) at least 75% of
the interest in such corporation must be owned by U.S. "Citizens" (as defined
in the Acts). Should the Company fail to comply with the U.S. citizenship
requirements of the Acts, it would be prohibited from operating its vessels in
the U.S. coastwise trade during the period of such non-compliance.
To facilitate compliance with the Acts, the Company's Restated
Certificate of Incorporation: (i) contains provisions limiting the aggregate
percentage ownership by Foreigners of any class of the Company's capital stock
(including the Common Stock) to 22.5% of the outstanding shares of each such
class to ensure that such foreign ownership will not exceed the maximum
percentage permitted by applicable maritime law (presently 25.0%), and
authorizes the Board of Directors, under certain circumstances, to increase
the foregoing percentage to 24.0%, (ii) requires institution of a dual stock
certification system to help determine such ownership and (iii) permits the
Board of Directors to make such determinations as reasonably may be necessary
to ascertain such ownership and implement such limitations. In addition, the
Company's By-laws provide that the number of foreign directors shall not
exceed a minority of the number necessary to constitute a quorum for the
transaction of business and restrict any officer who is not a U.S. citizen
from acting in the absence or disability of the Chairman of the Board of
Directors and Chief Executive Officer and the President, all of whom must be
U.S. citizens. At September 3, 1996, less than 1% of the outstanding Common
Stock was owned by Foreigners.
USE OF PROCEEDS
The Shares are being offered hereby solely for the account of the
Selling Stockholders pursuant to a certain investment and registration rights
agreement. The Company will not receive any proceeds from the sale of the
Shares. See "Selling Stockholders."
<PAGE>
<PAGE>
PRICE RANGE OF COMMON STOCK
SEACOR's Common Stock is traded on the NASDAQ National Market under the
trading symbol "CKOR." The following table sets forth, for each period shown,
the range of high and low sale prices of the Common Stock on the NASDAQ
National Market:
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
Fiscal 1994 (ended December 31,
1994)
First Quarter . . . . . . . 23 1/2 19 3/4
Second Quarter . . . . . . 21 3/4 17 3/4
Third Quarter . . . . . . . 22 1/2 19 9/16
Fourth Quarter . . . . . . 22 9 /16 19 1/2
Fiscal 1995 (ended December 31,
1995)
First Quarter . . . . . . . 21 1/4 18
Second Quarter . . . . . . 24 1/2 20 5/8
Third Quarter . . . . . . . 24 1/2 22 3/4
Fourth Quarter . . . . . . 28 22 1/4
Fiscal 1996 (ending December 31,
1996)
First Quarter . . . . . . . 37 1/4 26 3/8
Second Quarter . . . . . . 51 36 1/4
Third Quarter (through
September 9,
1996) . . . . . . . . . . 54 1/8 40 1/2
</TABLE>
The last reported sale price of the Common Stock on September 9, 1996
was $47.75. The prices set forth in the above table reflect inter-dealer
prices, without any retail mark-ups, mark-downs or commissions, and may not
necessarily represent actual transactions. As of September 3, 1996, there
were approximately 82 holders of record of the Common Stock.
DIVIDEND POLICY
SEACOR has not paid any cash dividends since its incorporation in
December 1989. SEACOR presently intends to retain earnings for working
capital and to finance the expansion of the Company's business operations and,
therefore, does not intend to pay cash dividends on the Common Stock in the
foreseeable future. In addition, as a holding company, SEACOR's ability to
pay dividends is strictly dependent on the earnings and cash flows of its
operating subsidiaries and their ability to make funds available to the
Company and is further restricted by the terms of the DnB Facility. See "Risk
Factors-Dividends."
The payment of future cash dividends, if any, would be made only from
assets legally available therefor, and would also depend on the Company's
financial condition, results of operations, current and anticipated capital
requirements, plans for expansion, restrictions under then existing
indebtedness and other factors deemed relevant by SEACOR's Board of Directors
in its sole discretion.
<PAGE>
<PAGE>
SELLING STOCKHOLDERS
In connection with the McCall Acquisition, on May 31, 1996, the Company
entered into an investment and registration rights agreement with the former
stockholders of the McCall Companies (the "Selling Stockholders") listed on
the signature pages thereto (the "McCall Registration Rights Agreement").
Pursuant to the McCall Registration Rights Agreement, the Company has agreed
to bear certain expenses related thereto and to indemnify each Selling
Stockholder against certain liabilities, including liabilities arising under
the federal securities laws. The Company has filed with the Commission under
the Securities Act, the Registration Statement of which this Prospectus forms
a part with respect to the sale by the Selling Stockholders of the Shares from
time to time on the NASDAQ National Market (or any national securities
exchange or U.S. automated inter-dealer quotation system of a registered
national securities association on which the shares are then listed) or in
privately negotiated transactions, and has agreed to use its best efforts to
keep the Registration Statement current and effective through September 1998,
subject to extension in certain circumstances, or such shorter period that
will terminate when all the shares covered by the Registration Statement have
been sold.
<PAGE>
<PAGE>
The table below sets forth certain information regarding the beneficial
ownership of Common Stock by each Selling Stockholder prior to the Offering
and as adjusted to give effect to the sale of all of the Shares offered
hereby. The Shares are being registered to permit public secondary trading of
the Shares, and the Selling Stockholders may offer the Shares for sale from
time to time. See "Plan of Distribution."
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
at September 3, 1996(1) Number of After Offering
----------------------------- Shares ------------------------
Covered
Number Percent by this Number Percent
Selling Stockholders of Shares of Class Prospectus of Shares of Class
-------------------- --------- -------- ---------- --------- --------
<S> <C> <C> <C> <C> <C>
Norman F. McCall 141,908 1.1% 127,802 14,106 *
P.O. Box 102
Cameron, LA 70631
Joyce C. McCall 141,738 1.1% 127,632 14,106 *
P.O. Box 102
Cameron, LA 70631
HAM Trust 288,883 2.2% 259,996 28,887 *
c/o Madeline and
Deanne Colligan, as Trustees
P.O. Box 102
Cameron, LA 70131
PDM Trust 288,883 2.2% 259,996 28,887 *
c/o Madeline and
Deanne Colligan, as Trustees
P.O. Box 102
Cameron, LA 70131
JKM Trust 288,883 2.2% 259,996 28,887 *
c/o Madeline and
Deanne Colligan, as Trustees
P.O. Box 102
Cameron, LA 70131
H. Alan McCall 1,903 * 1,903 - -
1122 Bayouwood Drive
Lake Charles, LA 70605
Phyllis McCall Johnston 1,903 * 1,903 - -
P.O. Box 1186
Cameron, LA 70631
Joseph K. McCall 1,903 * 1,903 - -
P.O. Box 226
Grand Chenier, LA 70643
Gertrude Colligan, 47,628 * 42,874 4,754 *
Individually and as
Usufructuary
P.O. Box 102
Cameron, LA 70631
James A. Colligan 55,320 * 49,793 5,527 *
P.O. Box 416
Cameron, LA 70631
Madeline Colligan (2) 890,448 6.8% 21,424 869,024 6.6%
P.O. Box 102
Cameron, LA 70131
Deanne Colligan (3) 890,448 6.8% 21,424 869,024 6.6%
P.O. Box 102
Cameron, LA 70131
<FN>
---------------------------------
* Less than 1.0%
<PAGE>
<PAGE>
(1) The information contained in the table above reflects "beneficial"
ownership of the Common Stock within the meaning of Rule 13d-3 under the
Exchange Act. On September 3, 1996, the Company had 13,097,482 shares
of Common Stock outstanding, not including 55,768 shares of Common Stock
held in the Company's treasury. Unless otherwise indicated, all shares
of Common Stock are held directly with sole voting and dispositive
power.
(2) Includes 866,649 shares of Common Stock which Ms. Madeline Colligan may
be deemed to own beneficially in her capacity as co-trustee for each of
the HAM Trust, the PDM Trust and the JKM Trust.
(3) Includes 866,649 shares of Common Stock which Ms. Deanne Colligan may be
deemed to own beneficially in her capacity as co-trustee for each of the
HAM Trust, the PDM Trust and the JKM Trust.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that the Shares may be
sold from time to time by the Selling Stockholders, or their transferees, on
the NASDAQ National Market (or any national securities exchange or U.S.
automated interdealer quotation system of a registered national securities
association on which shares of Common Stock are then listed), or in negotiated
transactions or otherwise. The Shares will be sold at prices and on terms
then prevailing, at prices related to the then-current market price of the
Shares, or at negotiated prices. The Company has been advised that the
Selling Stockholders may effect sales of the Shares directly, or indirectly by
or through agents or broker-dealers and that the Shares may be sold by one or
more of the following methods: (a) ordinary brokerage transactions, (b)
purchases by a broker-dealer as principal and resale by such broker-dealer for
its own account, and (c) in "block" sale transactions. At the time a
particular offer is made, a Prospectus Supplement, if required, will be
distributed that sets forth the name or names of agents or broker-dealers, any
commissions and other terms constituting selling compensation and any other
required information. Moreover, in effecting sales, broker-dealers engaged by
any Selling Stockholder and/or the purchasers of the Shares may arrange for
other broker-dealers to participate in the sale process. Broker-dealers will
receive discounts or commissions from the Selling Stockholder and/or the
purchasers of the Shares in amounts which will be negotiated prior to the time
of sale. Sales will be made only through broker-dealers registered as such in
a subject jurisdiction or in transactions exempt from such registration. The
Company has not been advised of any definitive selling arrangement at the date
of this Prospectus between any Selling Stockholder and any broker-dealer or
agent.
In connection with the distribution of the Shares, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares in the course of hedging the positions they assume with the Selling
Stockholders. The Selling Stockholders may also sell the Shares short and
redeliver the Shares to close out the short positions. The Selling
Stockholders may also enter into option or other transactions with broker-
dealers which require the delivery to the broker-dealer of the Shares. The
Selling Stockholders may also loan or pledge the Shares to a broker-dealer and
the broker-dealer may sell the Shares so loaned or upon a default the broker-
dealer may effect sales of the pledged shares.
Any broker or dealer participating in any distribution of Shares in
connection with the offering made hereby may be deemed to be an "underwriter"
within the meaning of the Securities Act and may be required to deliver a copy
of this Prospectus, including a Prospectus Supplement, to any person who
purchases any of the Shares from or through such broker or dealer.
The Company is required under the McCall Registration Rights Agreement
to comply with the requirements of Rule 144(c) under the Securities Act, as
such Rule may be amended from time to time (or any
<PAGE>
<PAGE>
similar rule or regulation hereafter adopted by the Commission), regarding the
availability of current public information to the extent required to enable
the Selling Stockholders to sell Shares without registration under the
Securities Act pursuant to Rule 144 (or any similar rule or regulation).
Pursuant to the McCall Registration Rights Agreement, all expenses of
registration of the Shares will be paid by the Company, including, Commission
filing fees, and expenses of compliance with state securities or "blue sky"
laws. The Selling Stockholders will be indemnified by the Company against
certain civil liabilities, including certain liabilities arising under the
Securities Act, or, to the extent such indemnification is unavailable or
otherwise limited, will be entitled to contribution in connection therewith.
The Company will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholders.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for
the Company by Weil, Gotshal & Manges LLP.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995, the Company's
Current Report on Form 8-K dated May 31, 1996 and filed with the Commission on
June 7, 1996 and the Company's Current Report on Form 8-K dated May 31, 1996
and filed with the Commission on June 14, 1996 have been audited by Arthur
Andersen LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
<PAGE>
<PAGE>
========================= =========================
NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN 1,176,646 SHARES
THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN SEACOR HOLDINGS, INC.
OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE SHARES OF COMMON Common Stock
STOCK OFFERED HEREBY, NOR DOES IT
CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY --------------------
SHARES OF COMMON STOCK BY ANYONE PROSPECTUS
IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT --------------------
AUTHORIZED, OR IN WHICH THE
PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO
DO SO, 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 September __, 1996
ANY IMPLICATION THAT INFORMATION
CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
TABLE OF CONTENTS
PAGE
------
Available Information 2
Incorporation of Certain
Information
by Reference 3
The Company 4
Risk Factors 6
Use of Proceeds 11
Price Range of Common Stock 11
Dividend Policy 11
Selling Stockholders 12
Plan of Distribution 14
Legal Matters 15
Experts 15
========================= =========================
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The table below sets forth the expenses expected to be incurred and borne
solely by the Company in connection with the registration of the shares of
Common Stock offered hereby.
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . $18,892.27
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . 5,000.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . 5,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 1,107.73
----------
Total . . . . . . . . . . . . . . . . . . . . . . $30,000.00
----------
__________________
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(1) As more fully described below, Section 145 of the DGCL permits
Delaware corporations to indemnify each of their present and former directors
or officers under certain circumstances, provided that such persons acted in
good faith and in a manner which they reasonably believed to be in, or not
opposed to, the best interests of the corporation. Article Eight of the By-
laws provides that the Company shall indemnify, to the fullest extent
permitted by Section 145 of the DGCL, as the same may be amended from time to
time, all persons whom it may indemnify pursuant thereto.
Specifically, Section 145 of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, or, with respect to any criminal action or proceeding, that he
had reasonable cause to believe that his conduct was unlawful.
Section 145 of the DGCL also provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee, or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and
II-1
<PAGE>
<PAGE>
only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon adjudication that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Any such indemnification (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because such person has met the applicable standard of
conduct set forth above.
Section 145 of the DGCL permits a Delaware business corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify such person.
(2) Section 102(b) of the DGCL enables a Delaware corporation to
include a provision in its certificate of incorporation limiting a director's
liability to the corporation or its stockholders for monetary damages for
breaches of fiduciary duty as a director. The Certificate of Incorporation
contains provisions that limit the personal liability of each director to the
Registrant or its stockholders for monetary damages for breach of the
fiduciary duty of care as a director. These provisions eliminate personal
liability to the fullest extent permitted by the DGCL.
ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES
(a) Exhibits
2.0 Agreement and Plan of Merger, dated as of March 14, 1995, by and
among SEACOR Holdings, Inc., CRN Holdings Inc. and NRC Holdings
Inc. (incorporated herein by reference to Exhibit 2.0 to the
Company's Current Report on Form 8-K dated March 14, 1995, as
amended).
2.1 Definitive Purchase Agreement, by and among Graham Marine Inc.,
Edgar L. Graham, J. Clark Graham, and Glenn A. Graham, dated
September 5, 1995 (incorporated herein by reference to Exhibit 2.0
to the Company's Current Report on Form 8-K dated September 15,
1995).
2.2 Global Agreement, dated as of November 14, 1995, by and among (a)
Compagnie Nationale de Navigation and Feronia International
Shipping, SA and (b) SEACOR Holdings, Inc. and the subsidiaries
listed in said agreement (incorporated herein by reference to
Exhibit 2.2 of the Company's Registration Statement on Form S-3
(No. 33-97868) filed with the Commission on November 17, 1995, as
amended).
2.3 Agreement and Plan of Merger, dated as of May 31, 1996, by and
among SEACOR Holdings, Inc., SEACOR Enterprises, Inc. and McCall
Enterprises, Inc. (incorporated herein by reference to Exhibit 2.1
to the Company's Current Report on Form 8-K dated May 31, 1996 and
filed with Commission on June 7, 1996).
2.4 Agreement and Plan of Merger, dated as of May 31, 1996, by and
among SEACOR Holdings, Inc., SEACOR Support Services, Inc. and
McCall Support Vessels, Inc. (incorporated herein by reference to
Exhibit 2.2 to the Company's Current Report on Form 8-K dated May
31, 1996 and filed with Commission on June 7, 1996).
II-2
<PAGE>
<PAGE>
2.5 Agreement and Plan of Merger, dated as of May 31, 1996, by and
among SEACOR Holdings, Inc., SEACOR N.F., Inc. and N.F. McCall
Crews, Inc. (incorporated herein by reference to Exhibit 2.3 to
the Company's Current Report on Form 8-K dated May 31, 1996 and
filed with Commission on June 7, 1996).
2.6 Exchange Agreement relating to McCall Crewboats, L.L.C., dated as
of May 31, 1996, by and among SEACOR Holdings, Inc. and the
persons listed on the signature pages thereto (incorporated herein
by reference to Exhibit 2.4 to the Company's Current Report on
Form 8-K dated May 31, 1996 and filed with Commission on June 7,
1996).
2.7 Share Exchange Agreement and Plan of Reorganization relating to
Cameron Boat Rentals, Inc., dated as of May 31, 1996, by and among
SEACOR Holdings, Inc., McCall Enterprises, Inc. and the persons
listed on the signature pages thereto (incorporated herein by
reference to Exhibit 2.5 to the Company's Current Report on Form
8-K dated May 31, 1996 and filed with Commission on June 7, 1996).
2.8 Share Exchange Agreement and Plan of Reorganization relating to
Philip A. McCall, Inc., dated as of May 31, 1996, by and among
SEACOR Holdings, Inc., McCall Enterprises, Inc. and the persons
listed on the signature pages thereto (incorporated herein by
reference to Exhibit 2.6 to the Company's Current Report on Form
8-K dated May 31, 1996 and filed with Commission on June 7, 1996).
2.9 Share Exchange Agreement and Plan of Reorganization relating to
Cameron Crews, Inc., dated as of May 31, 1996, by and among SEACOR
Holdings, Inc., McCall Enterprises, Inc. and the persons listed on
the signature pages thereto (incorporated herein by reference to
Exhibit 2.7 to the Company's Current Report on Form 8-K dated May
31, 1996 and filed with Commission on June 7, 1996).
4.1 Restated Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992).
4.2 Amended By-Laws of the Company (incorporated herein by reference
to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992).
4.3 SEACOR Holdings, Inc. 1992 Non-Qualified Stock Option Plan
(incorporated herein by reference to Exhibit 10.45 to Amendment
No. 3 to the Company's Registration Statement on Form S-1 (No. 33-
53744) filed with the Commission on December 14, 1992, and
declared effective, by order of the Commission, on December 16,
1992).
4.4 SEACOR Holdings, Inc. 1996 Share Incentive Plan (incorporated
herein by reference to the Company's Proxy Statement dated March
18, 1996 relating to the Annual Meeting of Stockholders held on
April 18, 1996).
4.5 Restated Stockholders Agreement, dated December 16, 1992, by and
among the Company and the stockholders party thereto (incorporated
herein by reference to Exhibit 10.12 of the Company's Registration
Statement on Form S-1 (No. 33-53744) filed with the Commission on
November 10, 1992, as amended).
4.6 Investment and Registration Rights Agreement, dated as of March
14, 1995, by and among SEACOR Holdings, Inc., Miller Family
Holdings, Inc., Charles Fabrikant, Mark Miller, Donald Toenshoff,
Alvin Wood, Granville Conway and Michael Gellert (incorporated
herein by reference to Exhibit 4.0 of the Company's Current Report
on Form 8-K dated March 14, 1995, as amended).
4.7 Investment and Registration Rights Agreement, dated as of May 31,
1996, among SEACOR Holdings, Inc. and the persons listed on the
signature pages thereto (incorporated herein by reference to
Exhibit 10.8 to the Company's Current Report on Form 8-K dated May
31, 1996 and filed with Commission on June 7, 1996).
5.1 Opinion of Weil, Gotshal & Manges LLP.
II-3
<PAGE>
<PAGE>
10.1 Indemnification Agreement, dated as of May 31, 1996, among all of
the stockholders of McCall Enterprises, Inc., Norman McCall, as
representative of such stockholders, and SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).
10.2 Indemnification Agreement, dated as of May 31, 1996, among all of
the stockholders of McCall Support Vessels, Inc., Norman McCall,
as representative of such stockholders, and SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).
10.3 Indemnification Agreement, dated as of May 31, 1996, among all of
the stockholders of N.F. McCall Crews, Inc., Norman McCall, as
representative of such stockholders, and SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 10.3 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).
10.4 Indemnification Agreement, dated as of May 31, 1996, among all of
the members of McCall Crewboats, L.L.C., Norman McCall, as
representative of such members, and SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 10.4 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).
10.5 Indemnification Agreement, dated as of May 31, 1996, among all of
the stockholders of Cameron Boat Rentals, Inc., Norman McCall, as
representative of such stockholders, and SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 10.5 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).
10.6 Indemnification Agreement, dated as of May 31, 1996, among all of
the stockholders of Philip A. McCall, Inc. and SEACOR Holdings,
Inc. (incorporated herein by reference to Exhibit 10.6 to the
Company's Current Report on Form 8-K dated May 31, 1996 and filed
with Commission on June 7, 1996).
10.7 Indemnification Agreement, dated as of May 31, 1996, among all of
the stockholders of Cameron Crews, Inc., Norman McCall, as
representative of such stockholders, and SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 10.7 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).
10.8 The Master Agreement, dated as of June 6, 1996, by and among
Compagnie Nationale de Navigation, SEACOR Holdings, Inc. and
SEACOR Worldwide Inc. (incorporated herein by reference to Exhibit
10.9 to the Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1996).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Weil, Gotshal & Manges LLP (included in its opinion
filed as Exhibit 5.1).
24.0 Powers of Attorney (included on the signature pages attached
hereto).
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
II-4
<PAGE>
<PAGE>
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, 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
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 Act
and will be governed by the final adjudication of such issue.
II-5
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on September 10, 1996.
SEACOR HOLDINGS, INC.
By: /s/ Randall Blank
----------------------------
Randall Blank
Executive Vice President,
Chief Financial Officer
and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below on this Registration Statement hereby constitutes and appoints Charles
Fabrikant and Randall Blank and each of them, with full power to act without
the other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name, place and stead, in
any and all capacities (until revoked in writing), to sign any and all
amendments or supplements (including post-effective amendments thereto) to
this Form S-3 Registration Statement of SEACOR Holdings, Inc. and any
registration statement filed pursuant to Rule 462 and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorneys-in-fact
and agents, full power and authority to do and perform each and every act and
thing requisite and necessary fully to all intents and purposes as he might or
could do in person, thereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Charles Fabrikant Chairman of the September 10, 1996
- -------------------------------- Board of Directors,
Charles Fabrikant President and Chief
Executive Officer
/s/ Randall Blank Executive Vice President, September 10, 1996
- -------------------------------- Chief Financial Officer
Randall Blank and Secretary (Principal
Financial Officer)
/s/ Granville E. Conway Director September 10, 1996
- ---------------------------------
Granville E. Conway
/s/ Michael E. Gellert Director September 10, 1996
- ---------------------------------
Michael E. Gellert
II-6
<PAGE>
<PAGE>
/s/ Robert J. Pierot Director September 10, 1996
- ---------------------------------
Robert J. Pierot
Director September 10, 1996
- ---------------------------------
Stephen Stamas
/s/ Richard M. Fairbanks III Director September 10, 1996
- --------------------------------
Richard M. Fairbanks III
/s/ Pierre de Demandolx Director September 10, 1996
- ---------------------------------
Pierre de Demandolx
/s/ Lenny P. Dantin Vice President and September 10, 1996
- --------------------------------- Treasurer (Principal
Lenny P. Dantin Accounting Officer
and Controller)
</TABLE>
II-7
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- --------------- --------------- --------
2.0 Agreement and Plan of Merger, dated as of March 14, 1995, by
and among SEACOR Holdings, Inc., CRN Holdings Inc. and NRC
Holdings Inc. (incorporated herein by reference to Exhibit 2.0
to the Company's Current Report on Form 8-K dated March 14,
1995, as amended).
2.1 Definitive Purchase Agreement, by and among Graham Marine Inc.,
Edgar L. Graham, J. Clark Graham, and Glenn A. Graham, dated
September 5, 1995 (incorporated herein by reference to Exhibit
2.0 to the Company's Current Report on Form 8-K dated September
15, 1995).
2.2 Global Agreement, dated as of November 14, 1995, by and among
(a) Compagnie Nationale de Navigation and Feronia International
Shipping, SA and (b) SEACOR Holdings, Inc. and the subsidiaries
listed in said agreement (incorporated herein by reference to
Exhibit 2.2 of the Company's Registration Statement on Form S-3
(No. 33-97868) filed with the Commission on November 17, 1995,
as amended).
2.3 Agreement and Plan of Merger, dated as of May 31, 1996, by and
among SEACOR Holdings, Inc., SEACOR Enterprises, Inc. and
McCall Enterprises, Inc. (incorporated herein by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K dated
May 31, 1996 and filed with Commission on June 7, 1996).
2.4 Agreement and Plan of Merger, dated as of May 31, 1996, by and
among SEACOR Holdings, Inc., SEACOR Support Services, Inc. and
McCall Support Vessels, Inc. (incorporated herein by reference
to Exhibit 2.2 to the Company's Current Report on Form 8-K
dated May 31, 1996 and filed with Commission on June 7, 1996).
2.5 Agreement and Plan of Merger, dated as of May 31, 1996, by and
among SEACOR Holdings, Inc., SEACOR N.F., Inc. and N.F. McCall
Crews, Inc. (incorporated herein by reference to Exhibit 2.3 to
the Company's Current Report on Form 8-K dated May 31, 1996 and
filed with Commission on June 7, 1996).
2.6 Exchange Agreement relating to McCall Crewboats, L.L.C., dated
as of May 31, 1996, by and among SEACOR Holdings, Inc. and the
persons listed on the signature pages thereto (incorporated
herein by reference to Exhibit 2.4 to the Company's Current
Report on Form 8-K dated May 31, 1996 and filed with Commission
on June 7, 1996).
2.7 Share Exchange Agreement and Plan of Reorganization relating to
Cameron Boat Rentals, Inc., dated as of May 31, 1996, by and
among SEACOR Holdings, Inc., McCall Enterprises, Inc. and the
persons listed on the signature pages thereto (incorporated
herein by reference to Exhibit 2.5 to the Company's Current
Report on Form 8-K dated May 31, 1996 and filed with Commission
on June 7, 1996).
2.8 Share Exchange Agreement and Plan of Reorganization relating to
Philip A. McCall, Inc., dated as of May 31, 1996, by and among
SEACOR Holdings, Inc., McCall Enterprises, Inc. and the persons
listed on the signature pages thereto (incorporated herein by
reference to Exhibit 2.6 to the Company's Current Report on
Form 8-K dated May 31, 1996 and filed with Commission on June
7, 1996).
II-8
<PAGE>
<PAGE>
2.9 Share Exchange Agreement and Plan of Reorganization relating to
Cameron Crews, Inc., dated as of May 31, 1996, by and among
SEACOR Holdings, Inc., McCall Enterprises, Inc. and the persons
listed on the signature pages thereto (incorporated herein by
reference to Exhibit 2.7 to the Company's Current Report on
Form 8-K dated May 31, 1996 and filed with Commission on June
7, 1996).
4.1 Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992).
4.2 Amended By-Laws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1992).
4.3 SEACOR Holdings, Inc. 1992 Non-Qualified Stock Option Plan
(incorporated herein by reference to Exhibit 10.45 to Amendment
No. 3 to the Company's Registration Statement on Form S-1 (No.
33-53744) filed with the Commission on December 14, 1992, and
declared effective, by order of the Commission, on December 16,
1992).
4.4 SEACOR Holdings, Inc. 1996 Share Incentive Plan (incorporated
herein by reference to the Company's Proxy Statement dated
March 18, 1996 relating to the Annual Meeting of Stockholders
held on April 18, 1996).
4.5 Restated Stockholders Agreement, dated December 16, 1992, by
and among the Company and the stockholders party thereto
(incorporated herein by reference to Exhibit 10.12 of the
Company's Registration Statement on Form S-1 (No. 33-53744)
filed with the Commission on November 10, 1992, as amended).
4.6 Investment and Registration Rights Agreement, dated as of March
14, 1995, by and among SEACOR Holdings, Inc., Miller Family
Holdings, Inc., Charles Fabrikant, Mark Miller, Donald
Toenshoff, Alvin Wood, Granville Conway and Michael Gellert
(incorporated herein by reference to Exhibit 4.0 of the
Company's Current Report on Form 8-K dated March 14, 1995, as
amended).
4.7 Investment and Registration Rights Agreement, dated as of May
31, 1996, among SEACOR Holdings, Inc. and the persons listed on
the signature pages thereto (incorporated herein by reference
to Exhibit 10.8 to the Company's Current Report on Form 8-K
dated May 31, 1996 and filed with Commission on June 7, 1996).
5.1 Opinion of Weil, Gotshal & Manges LLP.
10.1 Indemnification Agreement, dated as of May 31, 1996, among all
of the stockholders of McCall Enterprises, Inc., Norman McCall,
as representative of such stockholders, and SEACOR Holdings,
Inc. (incorporated herein by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K dated May 31, 1996 and
filed with Commission on June 7, 1996).
10.2 Indemnification Agreement, dated as of May 31, 1996, among all
of the stockholders of McCall Support Vessels, Inc., Norman
McCall, as representative of such stockholders, and SEACOR
Holdings, Inc. (incorporated herein by reference to Exhibit
10.2 to the Company's Current Report on Form 8-K dated May 31,
1996 and filed with Commission on June 7, 1996).
10.3 Indemnification Agreement, dated as of May 31, 1996, among all
of the stockholders of N.F. McCall Crews, Inc., Norman McCall,
as representative of such stockholders, and SEACOR Holdings,
Inc. (incorporated herein by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K dated May 31, 1996 and
filed with Commission on June 7, 1996).
II-9
<PAGE>
<PAGE>
10.4 Indemnification Agreement, dated as of May 31, 1996, among all
of the members of McCall Crewboats, L.L.C., Norman McCall, as
representative of such members, and SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 10.4 to the
Company's Current Report on Form 8-K dated May 31, 1996 and
filed with Commission on June 7, 1996).
10.5 Indemnification Agreement, dated as of May 31, 1996, among all
of the stockholders of Cameron Boat Rentals, Inc., Norman
McCall, as representative of such stockholders, and SEACOR
Holdings, Inc. (incorporated herein by reference to Exhibit
10.5 to the Company's Current Report on Form 8-K dated May 31,
1996 and filed with Commission on June 7, 1996).
10.6 Indemnification Agreement, dated as of May 31, 1996, among all
of the stockholders of Philip A. McCall, Inc. and SEACOR
Holdings, Inc. (incorporated herein by reference to Exhibit
10.6 to the Company's Current Report on Form 8-K dated May 31,
1996 and filed with Commission on June 7, 1996).
10.7 Indemnification Agreement, dated as of May 31, 1996, among all
of the stockholders of Cameron Crews, Inc., Norman McCall, as
representative of such stockholders, and SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 10.7 to the
Company's Current Report on Form 8-K dated May 31, 1996 and
filed with Commission on June 7, 1996).
10.8 The Master Agreement, dated as of June 6, 1996, by and among
Compagnie Nationale de Navigation, SEACOR Holdings, Inc. and
SEACOR Worldwide Inc. (incorporated herein by reference to
Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for
the period ended June 30, 1996).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Weil, Gotshal & Manges LLP (included in its opinion
filed as Exhibit 5.1).
24.0 Powers of Attorney (included on the signature pages attached
hereto).
II-10
<PAGE>
EXHIBIT 5.1
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE, NEW YORK, NY 10153-0119
(212) 310-8000
FAX: (212) 310-8007
September 10, 1996
The Board of Directors
SEACOR Holdings, Inc.
11200 Westheimer
Suite 850
Houston, TX 77042
Ladies and Gentlemen:
We have acted as counsel to SEACOR Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Registration Statement of the Company on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the intended resale from time to time by the Selling
Stockholders (in the manner described in the prospectus (the "Prospectus")
contained in the Registration Statement) of up to an aggregate of 1,176,646
shares of Common Stock, $.01 par value (the "Common Stock"), of the Company.
In so acting, we have reviewed the Registration Statement,
including the Prospectus contained therein, and the Restated Certificate of
Incorporation and the Bylaws of the Company in effect on the date hereof. In
addition, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and
have made such inquiries of such officers and representatives, as we have
deemed relevant and necessary as a basis for the opinions hereinafter set
forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.
2. The shares of Common Stock to be sold by the Selling
Stockholders in the manner described under the captions "Selling Stockholders"
and "Plan of Distribution" in the Prospectus contained in the Registration
Statement have been validly issued and fully paid for and are nonassessable.
<PAGE>
SEACOR Holdings, Inc.
September 10, 1996
Page 2
The opinions expressed herein are limited to the corporate laws of
the State of Delaware, and we express no opinion as to the effect on the
matters covered by this letter of the laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your benefit
in connection with the transactions described herein. These opinions may not
be used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency,
quoted, cited or otherwise referred to without our prior written consent.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement and to the references to this firm under the
heading "Legal Matters" in the Prospectus, without admitting that we are
"experts" under the Securities Act or the rules and regulations promulgated
thereunder with respect to any part of the Registration Statement or
Prospectus contained therein.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference into this Registration Statement of SEACOR Holdings, Inc. of our
reports dated February 20, 1996, included in SEACOR Holdings, Inc.'s Annual
report on Form 10-K for the year ended December 31, 1995, June 7, 1996
included in SEACOR's Current Report on Form 8-K dated May 31, 1996 filed on
June 7, 1996 and May 10, 1996 included in SEACOR's Current Report on Form 8-K
dated May 31, 1996 filed on June 14, 1996, and to all references to our Firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
September 6, 1996
