SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
---------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
Commission File Number 0-20904
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
--------------
Not Applicable
--------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. x Yes No
--- ---
The total number of shares of Common Stock, par value $.01 per share,
outstanding as of May 9, 1996 was 8,513,825. Registrant has no other class of
Common Stock outstanding.
<PAGE>
<PAGE>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Page No.
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets........................... 1
March 31, 1996 and December 31, 1995
Condensed Consolidated Statements of Operations................. 2
For the Three Months Ended March 31, 1996 and 1995
Condensed Consolidated Statements of Cash Flows................. 3
For the Three Months Ended March 31, 1996 and 1995
Notes to Condensed Consolidated Financial Statements............ 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.......... 6
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K...................... 14
<PAGE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA, UNAUDITED)
March 31, December 31,
1996 1995
------------ -------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and temporary cash investments.................................................... $ 24,849 $ 24,637
Trade and other receivables, net of allowance for
doubtful accounts of $521 and $380, respectively .................................. 36,095 29,584
Affiliate receivables ................................................................. 690 872
Inventories ........................................................................... 1,610 1,572
Prepaid expenses and other ............................................................ 1,677 2,254
--------- ----------
Total current assets ......................................................... 64,921 58,919
--------- ----------
Investments in, at Equity, and Receivables from 50%
or Less Owned Companies ............................................................... 6,577 6,647
--------- ----------
Property and Equipment ..................................................................... 289,645 289,060
Less--Accumulated depreciation ........................................................ (59,001) (54,365)
--------- ----------
Net property and equipment ................................................... 230,644 234,695
--------- ----------
Other Assets ............................................................................... 14,029 12,930
--------- ----------
$ 316,171 $ 313,191
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt...................................................... $ 1,476 $ 2,333
Accounts payable - trade .............................................................. 7,480 7,219
Accounts payable - affiliates ......................................................... 838 204
Other current liabilities ............................................................. 11,637 6,979
--------- ----------
Total current liabilities .................................................... 21,431 16,735
--------- ----------
Long-Term Debt, Less Debt Discount of $2,120 and
$2,188, respectively .................................................................. 98,557 106,626
Deferred Income Taxes ...................................................................... 30,177 29,685
Deferred Revenue, Gain, and Other Liabilities .............................................. 2,253 1,474
Minority Interest and Indebtedness to Minority Shareholder ................................. 1,834 1,947
Stockholders' Equity:
Common stock, $.01 par value, 8,569,593 and 8,568,343
shares issued at March 31, 1996 and December 31, 1995 ............................. 86 86
Additional paid-in capital ............................................................ 127,326 127,300
Retained earnings ..................................................................... 36,735 31,142
Less 55,768 shares held in treasury at March 31,1996
and December 31, 1995, at cost .................................................... (576) (576)
Less unamortized restricted stock compensation ........................................ (140) (159)
Currency translation adjustments ...................................................... (1,512) (1,069)
--------- ----------
Total stockholders' equity ................................................... 161,919 156,724
--------- ----------
$ 316,171 $ 313,191
========= ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
AND SHOULD BE READ IN CONJUCTION HEREWITH
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA, UNAUDITED)
Three Months Ended March 31,
1996 1995
------------- ------------
<S> <C> <C>
Operating Revenue:
Marine........................................................... $ 37,222 $ 15,288
Environmental -
Oil spill response............................................ 2,422 -
Retainer fees and other services.............................. 4,431 -
------------- ------------
44,075 15,288
------------- ------------
Costs and Expenses:
Cost of oil spill response....................................... 2,046 -
Operating expenses -
Marine........................................................ 21,484 9,267
Environmental................................................. 1,249 -
Administrative and general.................................... 5,226 1,406
Depreciation and amortization................................. 5,165 3,120
------------- ------------
35,170 13,793
------------- ------------
Operating Income..................................................... 8,905 1,495
------------- ------------
Other (Expense) Income:
Interest on debt................................................. (1,759) (1,215)
Interest income.................................................. 669 659
Gain from equipment sales........................................ 243 473
Other............................................................ 249 224
------------- ------------
(598) 141
------------- ------------
Income Before Income Taxes, Minority Interest, and Equity in
Net Earnings of 50% or Less Owned Companies...................... 8,307 1,636
Income Tax Expense................................................... 2,931 562
------------- ------------
Income Before Minority Interest and Equity in Net Earnings of 50%
or Less Owned Companies.......................................... 5,376 1,074
Minority Interest in Loss of a Subsidiary............................ 76 97
Equity in Net Earnings of 50% or Less Owned Companies................ 141 236
------------- ------------
Net Income........................................................... $ 5,593 $ 1,407
============= ============
Earnings Per Common Share-- Assuming No Dilution $ 0.66 $ 0.24
============= ============
Earnings Per Common Share-- Assuming Full Dilution $ 0.56 $ 0.24
============= ============
Weighted Average Common Shares:
Assuming no dilution............................................. 8,524,550 5,894,398
Assuming full dilution........................................... 11,075,199 8,332,504
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
AND SHOULD BE READ IN CONJUCTION HEREWITH
<PAGE>
<PAGE>
<TABLE>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, UNAUDITED)
Three Months Ended March 31,
1996 1995
------------- -------------
<S> <C> <C>
Net Cash Provided by Operating Activities.........................$ 9,936 $ 3,627
------------- -------------
Cash Flows from Investing Activities:
Purchase of property and equipment............................ (1,682) (263)
Proceeds from sale of marine vessels and equipment............ 624 1,700
Investments in and advances to 50% or less owned companies.... (60) (730)
Principal payments on notes due from 50% or
less owned companies....................................... 342 -
Cash acquired in a business combination....................... - 1,966
Principal payments received under a sale-type lease........... 42 -
------------- -------------
Net cash provided (used) in investing activities....... (734) 2,673
------------- -------------
Cash Flows from Financing Activities:
Payments of long-term debt.................................... (8,994) (1,808)
Purchase of 6% Convertible Subordinated Notes due 2003........ - (1,980)
Proceeds from exercise of stock options....................... 26 -
------------- -------------
Net cash used in financing activities.................. (8,968) (3,788)
------------- -------------
Effect of Exchange Rate Changes
on Cash and Cash Equivalents.................................. (22) 12
------------- -------------
Net Increase in Cash and Cash Equivalents......................... 212 2,524
Cash and Cash Equivalents, Beginning of Period.................... 24,637 40,830
------------- -------------
Cash and Cash Equivalents, End of Period..........................$ 24,849 $ 43,354
============= =============
Supplemental Disclosures of Cash Flow Information:
Cash income taxes paid........................................$ 761 $ 352
Cash interest paid............................................ 742 175
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
AND SHOULD BE READ IN CONJUCTION HEREWITH
<PAGE>
<PAGE>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION --
The condensed consolidated financial information for the
three-month periods ended March 31, 1996, and 1995, has been prepared by the
Company and was not audited by its independent public accountants. In the
opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows at March 31, 1996, and for all periods presented have
been made. Results of operations for the interim periods presented are not
necessarily indicative of the operating results for the full year or any future
periods.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These condensed consolidated
financial statements should be read in conjunction with the financial statements
and related notes thereto included in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995.
2. EARNINGS PER SHARE --
Earnings per common share assuming no dilution were computed
based on the weighted average number of common shares issued and outstanding and
the number of shares expected to be issued under restricted stock grant
agreements during the relevant periods. The additional common stock assumed to
be outstanding to reflect the dilutive effect of other common stock equivalents
(stock options) were excluded from the computation as insignificant.
Earnings per common share assuming full dilution were computed
based on the weighted average number of shares issued and outstanding,
additional shares assumed to be outstanding to reflect the dilutive effect of
all common stock equivalents using the treasury stock method, and the assumption
that all convertible subordinated notes were converted to common stock. Net
income has been adjusted for interest expense and debt discount amortization
(net of income tax) associated with the Company's 6% Convertible Subordinated
Notes due 2003.
3. INCOME TAXES --
Income tax expense for the three-month periods ended March 31,
1996, and 1995, was based upon an estimated effective tax rate for the entire
fiscal year of 35% and 34%, respectively.
4. LONG-TERM DEBT --
During the first quarter of 1996, the Company repaid $8,000,000
under a revolving credit loan facility with Den norske Bank A/S (the "DnB
Facility"). The revolving credit loan facility was established by the Company in
conjunction with its acquisition of vessels in 1995.
<PAGE>
<PAGE>
5. NON-QUALIFIED STOCK OPTION PLAN --
On February 9, 1996, the Executive Compensation and Stock Option
Committee of the Board of Directors granted certain employees options to
purchase a total of 7,300 shares of common stock of the Company at an exercise
price of $30.75 per share under the SEACOR Holdings, Inc. 1992 Non-Qualified
Stock Option Plan. On the date of grant, the stock option price equaled the
Company's common stock trading price at the close of business.
At March 31, 1996, shares available for future grant under the
SEACOR Holdings, Inc. 1992 Non-Qualified Stock Option Plan totaled 67,503.
6. SUBSEQUENT EVENTS --
LETTER OF INTENT:
On April 18, 1996, the Company signed a letter of intent to
acquire all of the capital stock of McCall Enterprises Inc. ("McCall") and
affiliated companies for 1,215,500 shares of common stock of the Company,
subject to adjustments to reflect changes in working capital on the date of
closing (the "McCall Transaction"). Based on the Company's closing sale price on
April 17, 1996, the McCall Transaction has a value of approximately $48,900,000.
The McCall Transaction is intended to qualify as a tax free reorganization and
to be consummated in the Company's second quarter of 1996. McCall, based in
Cameron, Louisiana, operates through McCall's Boat Rentals, Inc., a wholly owned
subsidiary of McCall, and other affiliated companies. Its fleet includes five
utility boats and 36 crew boats dedicated to serving the oil and gas industry,
primarily in the U.S. Gulf of Mexico. The McCall Transaction is conditioned
upon, among other things, satisfactory completion of due diligence, execution of
definitive documentation and receipt of necessary government approvals.
RESTRICTED STOCK AWARDS:
On May 7, 1996, in recognition of a commitment to the continued
growth and financial success of the Company, certain officers and key employees
were granted a total of 12,250 restricted shares of the Company's common stock
under the SEACOR Holdings, Inc. 1996 Share Incentive Plan.
The market value of the restricted shares, amounting to $487,000
at time of grant, will be recorded as unamortized restricted stock compensation
in a separate component of stockholders' equity. This compensation will be
amortized as an expense over a three year vesting period. Notwithstanding the
foregoing, an employee will fully vest in such restricted stock upon death,
disability, the termination of his or her employment with the Company without
"cause" or the occurrence of a "change-in-control" of the Company.
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OFFSHORE MARINE SERVICES
The Company provides marine transportation and related services
largely dedicated to supporting offshore oil and gas exploration and production
through the operation, domestically and internationally, of offshore support
vessels. The Company's vessels deliver cargo and personnel to offshore
installations, tow and handle the anchors of drilling rigs and other marine
equipment, support offshore construction and maintenance work, and provide
standby safety support. The Company's vessels are also used for special
projects, such as well stimulation, seismic data gathering, freight hauling,
line handling, and oil spill emergencies.
The Company's operating revenue is affected by day rates earned
and utilization achieved by marine assets. These performance measures are
closely aligned with the offshore oil and gas exploration industry and are a
function of demand and availability of marine vessels. 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.
<PAGE>
<PAGE>
The table below sets forth day rates and utilization data for the
Company during the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
------------------------------------------------
1996 1995
------------------------ ---------------------
<S> <C> <C>
RATES PER DAY WORKED ($): (1)
Supply/Towing Supply................................................... 3,691 2,908
Anchor Handling Towing Supply.......................................... 5,382 4,726
Crew 1,647 1,933
Standby Safety (2)..................................................... 4,645 4,255
Utility/Line Handling.................................................. 1,120 1,894
Project and Geophysical/Freight........................................ 4,197 3,981
Overall Fleet..................................................... 2,495 (3) 3,448
OVERALL UTILIZATION (%): (1)
Supply/Towing Supply................................................... 97.1 82.5
Anchor Handling Towing Supply.......................................... 96.6 59.1
Crew 97.4 79.7
Standby Safety......................................................... 88.7 68.6
Utility/Line Handling (4).............................................. 73.1 100.0
Project and Geophysical/Freight........................................ 99.3 93.4
Overall Fleet..................................................... 86.8 79.1
<FN>
(1) Rates per day worked and overall utilization figures exclude owned vessels
that are bareboat chartered-out, joint venture vessels, and vessels owned
by pool participants and include vessels bareboat chartered-in by the
Company. Rates per day worked are calculated by dividing vessel charter
revenue by the number of vessel days worked.
(2) Revenue for standby safety vessels is earned in pounds sterling and has
been converted to U.S. dollars at the weighted average exchange rate for
the periods indicated. Currency exchange rates have not varied materially
between periods being compared in this table.
(3) The overall fleet rate per day worked declined from 1995 to 1996 due to the
substantial number of crew and utility vessels added to the Company's fleet
from the acquisition of 120 crew and utility vessels in September 1995.
Crew and utility vessels earn substantially lower day rates than the other
types of vessels in the Company's fleet due to their smaller dimensions and
service capabilities.
(4) In the year 1996, includes 14 utility vessels in the U.S. Gulf of Mexico
which did not operate and are currently held for sale.
</FN>
</TABLE>
A significant factor that also affects operating revenues, other
than day rates and utilization, is the number of vessels owned and bareboat
chartered-in by the Company. Operating revenues and associated expenses for
vessels bareboat chartered-in and for owned vessels are incurred at similar
rates. However, operating expenses associated with vessels bareboat chartered-in
include bareboat charter hire expenses but exclude depreciation expense.
The Company may also bareboat charter-out vessels. Operating
revenues for these vessels are lower than for vessels owned and operated or
bareboat chartered-in by the Company because vessel expenses, normally recovered
through charter revenue, are the burden of the charterer. Operating expenses
include depreciation expense if the vessels which are chartered-out are owned.
During the first three months of 1995, the Company bareboat chartered-out 10
owned vessels. Nine of the charters were terminated effective October 1, 1995.
<PAGE>
<PAGE>
The table below sets forth the Company's marine fleet structure
at the dates indicated:
<TABLE>
<CAPTION>
FLEET STRUCTURE AT MARCH 31,
-----------------------------------------------------
1996 1995
------------------------ ------------------------
<S> <C> <C>
Owned 186 67
Bareboat and Time Chartered-In (1)..................................... 3 1
Joint Venture Vessels (2).............................................. 12 9
Pool Vessels (3)....................................................... 5 16
------------------------ ------------------------
Overall Fleet.................................................... 206 93
======================== ========================
<FN>
- - --------------
(1) A bareboat charter is a lease of a vessel under which the entity
chartering-in the vessel is typically responsible for all crewing,
insurance, and operating expenses, as well as the payment of bareboat
charter hire to the vessel owner. A time charter is a lease of a vessel
under which the entity providing the vessel is responsible for all crewing,
insurance, and operating expenses. At March 31, 1996, the Company bareboat
chartered-in two vessels and time chartered-in one vessel. At March 31,
1995, one vessel was bareboat chartered-in by the Company.
(2) 1996 and 1995 include nine vessels owned by the Company's joint venture in
Mexico. 1996 also includes one vessel under a long term lease from the
Company to one of the entities comprising the Mexican joint venture.
Additionally, 1996 includes two vessels bareboat chartered to SEAMAC OFFSHORE,
L.L.C. ("SEAMAC"), an entity that has vessels operating offshore West Africa
in which the Company has a 50% interest. In the event that the McCall
Transaction described below is consummated, the Company will own 100% of SEAMAC.
(3) 1996 and 1995 include five vessels owned by Toisa Ltd. that participate in
a pool of North Sea standby safety vessels with the Company. Additionally,
1995 includes 11 vessels owned by Compagnie Nationale de Navigation ("CNN")
that participated in another pool with the Company. The pool with CNN was
terminated effective October 1, 1995.
</FN>
</TABLE>
Vessel operating expenses are primarily a function of fleet size
and utilization levels. The most significant vessel operating expense items are
wages paid to marine personnel, maintenance and repairs, and marine insurance.
In addition to variable vessel operating expenses, the offshore marine segment
also incurs fixed charges related to the depreciation of property and equipment.
Depreciation is a significant operating cost, and the amount related to vessels
is the most significant component.
Although substantially all of the Company's revenues and expenses
are in U.S. dollars, some of the Company's revenues and expenses are paid in
foreign currencies. For financial statement reporting purposes, these amounts
are translated into U.S. dollars at the weighted average exchange rates during
the relevant period. The foregoing applies primarily to the Company's North Sea
operations and to a lesser extent its West African and Mexican offshore marine
operations. Approximately 33% of the Company's marine revenues were derived from
foreign operations, whether in U.S. dollars or foreign currencies, in the
three-months ended March 31, 1996.
Regulatory drydockings, which are a substantial component of
marine maintenance and repair costs, are expensed when incurred. Under
applicable maritime regulations, vessels must be drydocked twice in a five-year
period for inspection and routine maintenance and repair. The Company follows an
asset management strategy pursuant to which it defers required drydocking of
selected marine vessels and voluntarily removes these marine vessels from
operation during periods of weak market conditions and low day rates. Should the
Company undertake a large number of drydockings in a particular fiscal quarter
or put through survey a disproportionate number of older vessels which typically
have higher drydocking costs, comparative results may be affected. For the three
months ended March 31, 1996, the Company completed the drydocking of 24 marine
vessels at an aggregate cost of $1.8 million as compared with three marine
vessels drydocked at an aggregate cost of $0.2 million in the comparable period
of 1995. The low number of marine vessel drydockings in 1995 was in direct
response to weak market conditions and low day rates in the U.S. Gulf of Mexico.
The Company's results in 1996 reflect the return to a normalized drydocking
schedule and included the drydocking of 14 crew and utility vessels at an
aggregate cost of $0.4 million. Drydocking costs for smaller vessels, such as
crew and utility, are typically lower than for larger vessels, such as supply
and anchor handling towing supply.
<PAGE>
<PAGE>
Operating results are also affected by the Company's
participation in the following ventures: (i) a pooling arrangement with CNN that
terminated effective October 1, 1995, under which operating revenues and
expenses for certain vessels had been pooled and the net pool results had been
shared equally by the Company and CNN after certain preference payments and (ii)
a pooling agreement with Toisa Ltd. to coordinate the marketing of both
companies' vessels in the North Sea standby safety market. Additionally, the
Company has an equity interest in the results of (i) a joint venture in Mexico
that operates vessels offshore Mexico and (ii) SEAMAC which captures the
operating results of two large crew vessels operating offshore West Africa.
On April 18, 1996, the Company signed a letter of intent to
acquire all of the capital stock of McCall Enterprises Inc. ("McCall") and
affiliated companies (including the 50% interest in SEAMAC not currently owned
by the Company) for 1,215,500 shares of common stock of the Company, subject to
adjustments to reflect changes in working capital on the date of closing (the
"McCall Transaction"). Based on the Company's closing sale price on April 17,
1996, the McCall Transaction has a value of approximately $48,900,000. The
McCall Transaction is intended to qualify as a tax free reorganization and to be
consummated in the Company's second quarter of 1996. McCall, based in Cameron,
Louisiana, operates through McCall's Boat Rentals, Inc., a wholly owned
subsidiary of McCall, and other affiliated companies. Its fleet includes five
utility boats and 36 crew boats dedicated to serving the oil and gas industry,
primarily in the U.S. Gulf of Mexico. The McCall Transaction is conditioned
upon, among other things, satisfactory completion of due diligence, execution of
definitive documentation and receipt of necessary government approvals.
ENVIRONMENTAL SERVICES
The Company's environmental services business, operated primarily
through a wholly owned subsidiary, National Response Corporation ("NRC"),
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"). NRC's clients include tank vessel
owner/operators, refiners and terminal operators, exploration and production
facility operators, and pipeline operators. NRC charges a retainer fee to its
customers for ensuring, by contract, the availability at predetermined rates to
NRC's response services. Retainer services include employing a staff to
supervise response to an oil spill emergency and maintaining specialized
equipment, including marine equipment, in a ready state for spill response as
contemplated by response plans filed by NRC's customers in accordance with OPA
90 and various state regulations. NRC also maintains relationships with numerous
environmental sub-contractors to assist with equipment maintenance and provide
trained personnel for deploying equipment in a spill response.
Pursuant to retainer agreements entered into with NRC, certain
vessel owners pay in advance to NRC a minimum annual retainer fee based upon the
number and size of vessels in each such owner's fleet and in some circumstances
pay NRC additional fees based upon the level of each vessel owner's voyage
activity in the U.S. The Company recognizes the greater of revenue earned by
voyage activity or the portion of the retainer earned in each accounting period.
Certain other vessel owners pay a fixed fee for NRC's retainer services and such
fee is recognized ratably throughout the year. Facility owners generally pay a
quarterly fee to NRC based on a formula that defines and measures petroleum
products transported to or processed at the facility. Some facility owners pay
an annual fixed fee and such fee is recognized ratably throughout the year.
NRC's retainer agreements with vessel owners generally range from one to three
years while retainer arrangements with facility owners are as long as seven
years.
Spill response revenue is dependent on the magnitude of any one
spill response and the number of spill responses within a given fiscal period.
Consequently, spill response revenue can vary greatly between comparable periods
and the revenue from any one period is not indicative of a trend or of
anticipated results in future periods. Costs of oil spill response activities
relate primarily to (i) payments to sub-contractors for labor, equipment, and
materials, (ii) direct charges to NRC for labor, equipment and materials, and
(iii) training and exercises related to spill response preparedness.
<PAGE>
<PAGE>
The principal components of NRC's operating costs are salaries
and related benefits for operating personnel, payments to sub-contractors,
vessel operations, equipment maintenance and depreciation, and insurance. These
expenses are primarily a function of regulatory requirements and the level of
retainer business.
Prior to March 14, 1995, NRC was owned by NRC Holdings, Inc.
("NRC Holdings"), in which CRN Holdings, Inc. a wholly owned subsidiary of the
Company ("CRN"), owned a 42.9% equity interest, and the Company accounted for
its financial interests in NRC Holdings and its subsidiaries under the equity
method. On March 14, 1995, NRC Holdings was merged into CRN and, as a result,
CRN became the sole stockholder of NRC and NRC became an indirect, wholly owned
subsidiary of the Company.
<PAGE>
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth operating revenue and operating
profit by business segment for the periods indicated. The offshore marine
business segment's data is provided by geographic area of operation. The
environmental business segment's principal operations are in the United States.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
-----------------------
1996 1995
-----------------------
(IN THOUSANDS)
<S> <C> <C>
OPERATING REVENUE:
Marine:(1)
United States...................................................................... $ 24,806 $ 9,562
North Sea.......................................................................... 3,562 2,849
West Africa........................................................................ 7,686 1,984
Other Foreign (2).................................................................. 1,168 893
------- -------
37,222 15,288
Environmental ........................................................................ 6,853 -
------- -------
44,075 15,288
======= =======
OPERATING PROFIT:
Marine:(1)
United States...................................................................... 7,535 2,603
North Sea.......................................................................... (718) (998)
West Africa........................................................................ 1,285 489
Other Foreign (2).................................................................. 481 367
------- -------
8,583 2,461
Environmental ........................................................................ 1,372 -
------- -------
9,955 2,461
Other income (expense) (3)......................................................... 2 224
General corporate administration................................................... (560) (493)
Net interest expense............................................................... (1,090) (556)
Minority interest in loss of a subsidiary.......................................... 76 97
Equity in net earnings of 50% or less owned companies.............................. 141 236
Income tax expense................................................................. (2,931) (562)
------- -------
Net Income......................................................................... $ 5,593 $ 1,407
======= =======
<FN>
___________
(1) "West Africa" and "Other Foreign" results in 1995 include nine vessels
owned by the Company which were bareboat chartered-out. In September 1995,
the bareboat charters were terminated.
(2) Vessels included in this geographical area were operating in the Arabian
Gulf and offshore Australia and Peru.
(3) Excludes gains from equipment sales and certain other expenses that were
reclassified to operating profit of the applicable business segment.
</FN>
</TABLE>
<PAGE>
<PAGE>
The marine business segment's operating revenue increased $21.9
million in the three-month period ended March 31, 1996, compared to the
three-month period ended March 31, 1995, due primarily to a net increase in the
number of owned or chartered-in vessels, improved rates per day worked and
utilization, and the termination of bareboat chartering-out arrangements for
nine vessels owned by the Company. In the third and fourth quarters of 1995, the
Company acquired 132 offshore vessels that substantially increased its fleet
size, primarily in the U.S. Gulf of Mexico. These acquired vessels (including 83
utility, 37 crew, seven supply, three towing supply, and two anchor handling
towing supply) and two other chartered-in vessels accounted for $15.5 million or
71% of the increase in operating revenue between comparable quarters. The
Company's marine business segment's rates per day worked and utilization
increased due primarily to an improvement in the market conditions in the U.S.
Gulf of Mexico and North Sea. During the fourth quarter of 1995, the Company
terminated the bareboat charter-out of nine owned vessels which caused revenue
to increase in its West African operations.
The environmental business segment's operating revenue for the
1996 period consisted of $4.4 million in retainer and other revenue and $2.4
million in oil spill response revenue. During the first quarter, the Company
responded to 12 spills that occurred primarily in the Gulf Coast and Eastern
regions of the United States.
The marine business segment's operating profit increased $6.1
million in the three-month period ended March 31, 1996, compared to the
three-month period ended March 31, 1995. The increase in operating profit was
primarily due to the factors affecting operating revenue as outlined above. In
addition to an increase in expenses customarily associated with those factors
affecting revenue, operating and administrative and general expenses rose
between comparable quarters. Operating expenses increased due primarily to an
increase in (i) the number of vessels drydocked and repaired in accordance with
regulatory requirements, (ii) marine insurance claim costs and (iii) wage and
related benefit costs. Administrative and general expenses increased due
primarily to an increase in bad debt provisions for trade account receivables
and higher wage and related benefit costs.
The environmental business segment's operating profit for the
1996 period benefited from oil spill response activities. Oil spill response
gross profit (oil spill response revenue less costs of oil spill response) was
$0.4 million in the three-month period ended March 31, 1996. Oil spill response
profit was due to response activities associated with 12 spills that occurred
primarily in the Gulf Coast and Eastern regions of the United States.
In the three-month period ended March 31, 1996, other income was
insignificant. In the three-month period ended March 31, 1995, other income
related primarily to a $0.2 million gain recognized in conjunction with the
purchase of $2.3 million principal amount of the Company's outstanding 6%
Convertible Subordinated Notes due 2003 ("6% Notes"). The gain represented the
difference between the amount paid to acquire the 6% Notes and their carrying
amount, after giving effect to a write-off of certain unamortized deferred
financing costs associated with the original sale of such securities.
Overall administrative and general expenses, related primarily to
operating activities, increased $3.8 million in the three-month period ended
March 31, 1996, compared to the three-month period ended March 31, 1995. The
marine business segment accounted for $2.3 million of this increase which
related primarily to (i) the management of vessels recently acquired,
chartered-in, and directly operated upon the termination of bareboat charters,
(ii) bad debt provisions for trade account receivables, and (iii) wage and
related benefit costs. The environmental business segment's administrative
expenses for 1996 were $1.5 million. The Company's administrative and general
expenses primarily include costs associated with personnel, professional
services, travel, communications, facility rental and maintenance, general
insurance, and franchise taxes.
Overall depreciation and amortization expense, which related
primarily to operating activities, increased $2.0 million in the three-month
period ended March 31, 1996, compared to the three-month period ended March 31,
1995. The marine business segment accounted for $1.3 million of this increase
and related primarily to the acquisition of vessels and other related assets.
The depreciation and amortization expense of the Company's environmental
business segment was $0.7 million for the 1996 period.
<PAGE>
<PAGE>
Net interest expense increased $0.5 million in the three-month
period ended March 31, 1996, compared to the three-month period ended March 31,
1995. The increase resulted primarily from an increase in principal due on
outstanding indebtedness. During the third and fourth quarters of 1995, the
Company financed a portion of the cost to acquire certain vessels and other
related assets with borrowings under the DnB Facility.
In the three-month period ended March 31, 1996, equity in the
earnings of 50% or less owned companies, net of applicable income taxes,
resulted from the Company's investment in a Mexican joint venture and SEAMAC. In
the comparable period of 1995, equity earnings were realized exclusively from
the Company's participation in the Mexican joint venture. Operations in Mexico
have declined between comparable quarters due to weakening market conditions.
LIQUIDITY AND CAPITAL RESOURCES
The Company's ongoing liquidity requirements arise primarily from
its need to service debt, fund working capital requirements, acquire or improve
equipment, and make other investments. Management believes that cash flow from
operations will provide sufficient working capital to fund the Company's
operating needs. The Company may, from time to time, issue shares of common
stock, debt, or a combination thereof to finance the acquisition of equipment
and businesses or improvements to existing equipment.
The Company's cash flow levels and operating revenues are
determined primarily by vessels' rates per day worked, overall vessel
utilization, the size of the Company's fleet, and the level of oil spill
response activity. Factors relating to the marine business segment are affected
directly by the volatility of oil and gas prices, the level of offshore drilling
and exploration activity, and other factors beyond the Company's control.
The DnB Facility requires the Company, on a consolidated basis,
to maintain a minimum ratio of indebtedness to vessel value, as defined in the
facility, a minimum cash and cash equivalent level, and a specific debt service
coverage ratio. The Company is also prohibited from entering into additional
indebtedness above a certain level without consent. Furthermore, the Company,
without prior written consent, is prohibited through August 31, 1996, (the
maturity date of the bridge loan portion of the DnB Facility) from paying
dividends to its shareholders.
Net cash provided by operating activities increased $6.3 million
in the three-month period ended March 31, 1996, compared to the three-month
period ended March 31, 1995. The increase was due primarily to an increase in
the marine business segment's direct vessel contribution (defined as operating
revenues net of direct vessel operating expenses). Direct vessel contribution
rose due primarily to a net increase in the number of owned or chartered-in
vessels, improved rates per day worked and utilization, and the termination of
bareboat charters for owned vessels. The Company's environmental business
segment also contributed to the increase in cash flows from operating
activities.
Net cash used in investing activities was $0.7 million in the
three-month period ended March 31, 1996; whereas, net cash was provided from
investing activities in the three-month period ended March 31, 1995. Capital
expenditures for property and equipment increased between comparable quarters
due primarily to improvements made to certain project and anchor handling towing
supply vessels and the purchase of oil spill response equipment. Proceeds from
the sale of vessels declined between comparable quarters as vessels with lower
market values were sold in 1996 as compared to 1995. Further, equity
investments declined and cash acquired in a business combination did not
recur between comparable quarters.
<PAGE>
<PAGE>
The Company's net cash used in financing activities increased
$5.2 million in the three-month period ended March 31, 1996, compared to the
three-month period ended March 31, 1995. Payments of long-term debt increased
between comparable quarters due primarily to the repayment of $8.0 million of
principal under the DnB Facility. This increase was offset by a decline in cash
used to acquire 6% Notes.
CAPITAL EXPENDITURES
The Company may make selective acquisitions of marine vessels or
fleets of marine vessels and oil spill response equipment and/or expand the
scope and nature of its environmental services. As discussed above, the Company
has signed a letter of intent with respect to the McCall Transaction. The
Company also may upgrade or enhance its marine vessels to remain competitive in
the marketplace. Management anticipates that such expenditures would be funded
through a combination of cash flow provided by operations, existing cash
balances and, potentially, through the issuance of additional shares of Common
Stock or additional indebtedness.
Expenditures for environmental compliance to modify marine
segment vessels have not been a significant component of the Company's capital
budget.
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
A. Exhibits :
10.0 SEACOR Holdings, Inc. 1996 Share Incentive Plan
10.1 Restricted Stock Grant Agreement, dated as of May 7,
1996, between SEACOR Holdings, Inc. and Charles
Fabrikant.
10.2 Restricted Stock Grant Agreement, dated as of May 7,
1996, between SEACOR Holdings, Inc. and Randall Blank.
10.3 Restricted Stock Grant Agreement, dated as of May 7,
1996, between SEACOR Holdings, Inc. and Milton Rose.
10.4 Restricted Stock Grant Agreement, dated as of May 7,
1996, between SEACOR Holdings, Inc. and Mark Miller.
10.5 Restricted Stock Grant Agreement, dated as of May 7,
1996, between SEACOR Holdings, Inc. and Timothy McKeand.
11.0 Computation of Per Share Earnings for the Three Months
Ended March 31, 1996 and 1995.
27 Financial Data Schedule
B. Reports on Form 8-K:
1. None
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
SEACOR HOLDINGS, INC.
(Registrant)
DATE: MAY 15, 1996 By: /s/ Charles Fabrikant
----------------------
Charles Fabrikant, Chairman of the
Board, President and Chief
Executive Officer
(Principal Executive Officer)
DATE: MAY 15, 1996 By: /s/ Randall Blank
------------------
Randall Blank, Executive Vice
President, Chief Financial Officer
and Secretary
(Principal Financial Officer)
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- - ------ -----------
10.0 SEACOR Holdings, Inc. 1996 Share Incentive Plan
10.1 Restricted Stock Grant Agreement, dated as of May 7, 1996, between SEACOR
Holdings, Inc. and Charles Fabrikant.
10.2 Restricted Stock Grant Agreement, dated as of May 7, 1996, between SEACOR
Holdings, Inc. and Randall Blank.
10.3 Restricted Stock Grant Agreement, dated as of May 7, 1996, between SEACOR
Holdings, Inc. and Milton Rose.
10.4 Restricted Stock Grant Agreement, dated as of May 7, 1996, between SEACOR
Holdings, Inc. and Mark Miller.
10.5 Restricted Stock Grant Agreement, dated as of May 7, 1996, between SEACOR
Holdings, Inc. and Timothy McKeand.
11.0 Computation of Per Share Earnings for the Three Months Ended March 31, 1996
and 1995.
27 Financial Data Schedule
EXHIBIT 10.0
SEACOR HOLDINGS, INC.
1996 SHARE INCENTIVE PLAN
I. PURPOSE. The SEACOR Holdings, Inc. 1996 Share Incentive Plan (the "Plan")
is intended to provide incentives which will attract, retain and motivate
highly competent persons as non-employee directors, officers and key
employees of SEACOR Holdings, Inc. (the "Company") and its subsidiaries and
affiliates, by providing them opportunities to acquire shares of Common
Stock, par value $.01 per share, of the Company ("Common Stock") or to
receive monetary payments based on the value of such shares pursuant to the
Benefits (as defined below) described herein. Furthermore, the Plan is
intended to assist in aligning the interests of the Company's officers and
key employees to those of its stockholders.
II. ADMINISTRATION.
A. The Plan will be administered by a committee (the "Committee")
appointed by the Board of Directors of the Company from among its
members (which may be the Compensation Committee), which shall be
comprised of not less than two non-employee members of the Board of
Directors each of whom qualifies as a "disinterested person" within
the meaning of Rule 16b-3 (or any successor rule) promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Committee is authorized, subject to the provisions of the Plan, to
establish such rules and regulations as it deems necessary for the
proper administration of the Plan and to make such determinations and
interpretations and to take such action in connection with the Plan
and any Benefits (as defined below) granted hereunder as it deems
necessary or advisable. All determinations and interpretations made by
the Committee shall be binding and conclusive on all participants and
their legal representatives. No member of the Board of the Directors,
no member of the Committee and no employee of the Company shall be
liable for any act or failure to act hereunder, except in
circumstances involving his or her bad faith, gross negligence or
willful misconduct, or for any act or failure to act hereunder by any
other member or employee or by any agent to whom duties in connection
with the administration of this Plan have been delegated. The Company
shall indemnify members of the Committee and any agent of the
Committee who is an employee of the Company, a subsidiary or an
affiliate against any and all liabilities or expenses to which they
may be subjected by reason of any act or failure to act with respect
to their duties on behalf of the Plan, except in circumstances
involving such person's bad faith, gross negligence or willful
misconduct.
B. The Committee may delegate to one or more of its members, or to one or
more agents, such administrative duties as it may deem advisable, and
the Committee, or any person to whom it has delegated duties as
aforesaid, may employ one or more persons to render advice with
respect to any responsibility the Committee or such person may have
under the Plan. The Committee may employ such legal or other counsel,
consultants and agents as it may deem desirable for the administration
of the Plan and may rely upon any opinion or computation received from
any such counsel, consultant or agent. Expenses incurred by the
Committee in the engagement of such counsel, consultant or agent shall
be paid by the Company, or the subsidiary or affiliate whose employees
have benefited from the Plan, as determined by the Committee.
<PAGE>
<PAGE>
III. PARTICIPANTS. Participants will consist of such officers and key employees
of the Company and its subsidiaries and affiliates as the Committee in its
sole discretion determines to be significantly responsible for the success
and future growth and profitability of the Company and whom the Committee
may designate from time to time to receive Benefits under the Plan.
Designation of a participant in any year shall not require the Committee to
designate such person to receive a Benefit in any other year or, once
designated, to receive the same type or amount of Benefit as granted to the
participant in any other year. The Committee shall consider such factors as
it deems pertinent in selecting participants and in determining the type
and amount of their respective Benefits.
IV. TYPE OF BENEFITS. Benefits under the Plan may be granted in any one or a
combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock
Awards, (d) Performance Awards and (e) Stock Units (each as described
below, and collectively, the "Benefits"). Benefits shall be evidenced by
agreements (which need not be identical) in such forms as the Committee may
from time to time approve; provided, however, that in the event of any
--------- -------
conflict between the provisions of the Plan and any such agreements, the
provisions of the Plan shall prevail.
V. COMMON STOCK AVAILABLE UNDER THE PLAN. The aggregate number of shares of
Common Stock that may be subject to Benefits, including Stock Options,
granted under this Plan shall be 500,000 shares of Common Stock, which may
be authorized and unissued or treasury shares, subject to any adjustments
made in accordance with Section 12 hereof. Any shares of Common Stock
subject to a Stock Option or Stock Appreciation Right which for any reason
is canceled or terminated without having been exercised, any shares subject
to Stock Awards, Performance Awards or Stock Units which are forfeited, any
shares subject to Performance Awards settled in cash or any shares
delivered to the Company as part of full payment for the exercise of a
Stock Option or Stock Appreciation Right shall again be available for
Benefits under the Plan, to the extent permitted by Rule 16b-3 under the
Exchange Act regarding the availability of such shares.
VI. STOCK OPTIONS. Stock Options will consist of awards from the Company that
will enable the holder to purchase a specific number of shares of Common
Stock, at set terms and at a fixed purchase price. Stock Options may be
"incentive stock options" ("Incentive Stock Options"), within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or Stock Options which do not constitute Incentive Stock Options
("Nonqualified Stock Options"). The Committee will have the authority to
grant to any participant one or more Incentive Stock Options, Nonqualified
Stock Options, or both types of Stock Options (in each case with or without
Stock Appreciation Rights). Each Stock Option shall be subject to such
terms and conditions consistent with the Plan as the Committee may impose
from time to time, subject to the following limitations:
A. EXERCISE PRICE. Each Stock Option granted hereunder shall have such
per-share exercise price as the Committee may determine at the date of
grant; provided, however, that the per-share exercise price shall not
be less than 90% of the Fair Market Value (as defined below) of the
Common Stock on the date the option is granted.
B. PAYMENT OF EXERCISE PRICE. The option exercise price may be paid in
cash or, in the discretion of the Committee, by the delivery of shares
of Common Stock then owned by the participant, or by a combination of
these methods. In the discretion of the Committee, payment may also be
made by delivering a properly executed exercise notice to the Company
together with a copy of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds to
pay the exercise price. To facilitate the foregoing, the Company may
enter into agreements for coordinated procedures with one or more
brokerage firms. The Committee may prescribe any other method of
paying the exercise price that it determines to be consistent with
applicable law and the purpose of the Plan, including, without
limitation, in lieu of the exercise of a Stock Option by delivery of
shares of Common Stock of the Company then owned by a participant,
providing the Company with a notarized statement attesting to the
number of shares owned, where upon verification by the Company, the
Company would issue to the participant only the number of incremental
shares to which the participant is entitled upon exercise of the Stock
Option. The Committee may, at the time of grant, provide for the grant
of a subsequent Restoration Stock Option if the exercise price is paid
for by delivering previously owned shares of Common Stock of the
Company. Restoration Stock Options (i) may be granted in respect of no
more than the number of shares of Common Stock tendered in exercising
the predecessor Stock Option, (ii) shall have an exercise price equal
to the Fair Market Value on the date the Restoration Stock Option is
granted, and (iii) may have an exercise period that does not extend
beyond the remaining term of the predecessor Stock Option. In
determining which methods a participant may utilize to pay the
exercise price, the Committee may consider such factors as it
determines are appropriate.
<PAGE>
<PAGE>
C. EXERCISE PERIOD. Stock Options granted under the Plan shall be
exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee; provided, however,
that no Stock Option shall be exercisable later than ten years after
the date it is granted except in the event of a Participant's death,
in which case, the exercise period of such Participant's Stock Options
may be extended beyond such period but no later than one year after
the Participant's death. All Stock Options shall terminate at such
earlier times and upon such conditions or circumstances as the
Committee shall in its discretion set forth in such option at the date
of grant.
D. LIMITATIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock Options may be
granted only to participants who are employees of the Company or one
of its subsidiaries (within the meaning of Section 424(f) of the Code)
at the date of grant. The aggregate market value (determined as of the
time the option is granted) of the Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by a
participant during any calendar year (under all option plans of the
Company and of any parent corporation or subsidiary corporation (as
defined in Sections 424(e) and (f) of the Code, respectively)) shall
not exceed $100,000. For purposes of the preceding sentence, Incentive
Stock Options will be taken into account in the order in which they
are granted. Incentive Stock Options may not be granted to any
participant who, at the time of grant, owns stock possessing (after
the application of the attribution rules of Section 424(d) of the
Code) more than 10% of the total combined voting power of all classes
of stock of the Company or any parent or subsidiary corporation of the
Company, unless the option price is fixed at not less than 110% of the
Fair Market Value of the Common Stock on the date of grant and the
exercise of such option is prohibited by its terms after the
expiration of five years from the date of grant of such option.
Notwithstanding anything to the contrary contained herein, no
Incentive Stock Option may be exercised later than ten years after the
date it is granted.
E. POST-EMPLOYMENT EXERCISES. The exercise of any Stock Option after
termination of employment shall be in accordance with the terms and
subject to the conditions established by the Committee pursuant to
Section 6(c) hereof and, in any case, shall be further subject to
satisfaction of the conditions precedent that the Participant neither
(i) competes with, or takes other employment with or renders services
to a competitor of, the Company, its subsidiaries or affiliates
without the written consent of the Company, nor (ii) conducts himself
or herself in a manner adversely affecting the Corporation.
<PAGE>
<PAGE>
VII. STOCK APPRECIATION RIGHTS.
A. The Committee may, in its discretion, grant Stock Appreciation Rights
to the holders of any Stock Options granted hereunder. In addition,
Stock Appreciation Rights may be granted independently of, and without
relation to, options. A Stock Appreciation Right means a right to
receive a payment, in cash, Common Stock or a combination thereof, in
an amount equal to the excess of (x) the Fair Market Value, or other
specified valuation, of a specified number of shares of Common Stock
on the date the right is exercised over (y) the Fair Market Value, or
other specified valuation (which shall be no less than the Fair Market
Value), of such shares of Common Stock on the date the right is
granted, all as determined by the Committee; provided, however, that
if a Stock Appreciation Right is granted retroactively in tandem with
or in substitution for a Stock Option, the designated Fair Market
Value in the award agreement may be the Fair Market Value on the date
such Stock Option was granted. Each Stock Appreciation Right shall be
subject to such terms and conditions as the Committee shall impose
from time to time.
B. Stock Appreciation Rights granted under the Plan shall be exercisable
at such time or times and subject to such terms and conditions as
shall be determined by the Committee; provided, however, that no Stock
-------- -------
Appreciation Rights shall be exercisable later than ten years after
the date it is granted except in the event of a Participant's death,
in which case, the exercise period of such Participant's Stock
Appreciation Rights may be extended beyond such period but no later
than one year after the Participant's death. All Stock Options shall
terminate at such earlier times and upon such conditions or
circumstances as the Committee shall in its discretion set forth in
such option at the date of grant.
C. The exercise of any Appreciation Right after termination of employment
shall be subject to satisfaction of the conditions precedent that the
Participant neither (i) competes with, or takes other employment with
or renders services to a competitor of, the Company, its subsidiaries
or affiliates without the written consent of the Company, nor (ii)
conducts himself or herself in a manner adversely affecting the
Corporation.
VIII. STOCK AWARDS. The Committee may, in its discretion, grant Stock Awards
(which may include mandatory payment of bonus incentive compensation in
stock) consisting of Common Stock issued or transferred to participants
with or without other payments therefor as additional compensation for
services to the Company. Stock Awards may be subject to such terms and
conditions as the Committee determines appropriate, including, without
limitation, restrictions on the sale or other disposition of such shares,
the right of the Company to reacquire such shares for no consideration upon
termination of the participant's employment within specified periods, and
conditions requiring that the shares be earned in whole or in part upon the
achievement of performance goals established by the Committee over a
designated period of time. The Committee may require the participant to
deliver a duly signed stock power, endorsed in blank, relating to the
Common Stock covered by such an Award. The Committee may also require that
the stock certificates evidencing such shares be held in custody or bear
restrictive legends until the restrictions thereon shall have lapsed. The
Stock Award shall specify whether the participant shall have, with respect
to the shares of Common Stock subject to a Stock Award, all of the rights
of a holder of shares of Common Stock of the Company, including the right
to receive dividends and to vote the shares.
IX. PERFORMANCE AWARDS.
A. Performance Awards may be granted to participants at any time and from
time to time, as shall be determined by the Committee. The Committee
shall have complete discretion in determining the number, amount and
timing of awards granted to each participant. Such Performance Awards
may be in the form of shares of Common Stock or Stock Units.
Performance Awards may be awarded as short-term or long-term
incentives. The Committee shall set performance targets at its
discretion which, depending on the extent to which they are met, will
determine the number and/or value of Performance Awards that will be
paid out to the participants, and may attach to such Performance
Awards one or more restrictions. Performance targets may be based
upon, without limitation, Company-wide, divisional and/or individual
performance.
<PAGE>
<PAGE>
B. The Committee shall have the authority at any time to make adjustments
to performance targets for any outstanding Performance Awards which
the Committee deems necessary or desirable unless at the time of
establishment of goals the Committee shall have precluded its
authority to make such adjustments.
C. Payment of earned Performance Awards shall be made in accordance with
terms and conditions prescribed or authorized by the Committee. The
participant may elect to defer, or the Committee may require or permit
the deferral of, the receipt of Performance Awards upon such terms as
the Committee deems appropriate.
X. STOCK UNITS.
A. The Committee may, in its discretion, grant Stock Units to
participants hereunder. The Committee shall determine the criteria for
the vesting of Stock Units. A Stock Unit granted by the Committee
shall provide payment in shares of Common Stock at such time as the
award agreement shall specify. Shares of Common Stock issued pursuant
to this Section 10 may be issued with or without other payments
therefor as may be required by applicable law or such other
consideration as may be determined by the Committee. The Committee
shall determine whether a participant granted a Stock Unit shall be
entitled to a Dividend Equivalent Right (as defined below).
B. Upon vesting of a Stock Unit, unless the Committee has determined to
defer payment with respect to such unit or a Participant has elected
to defer payment under subsection (c) below, shares of Common Stock
representing the Stock Units shall be distributed to the participant
unless the Committee, with the consent of the participant, provides
for the payment of the Stock Units in cash or partly in cash and
partly in shares of Common Stock equal to the value of the shares of
Common Stock which would otherwise be distributed to the participant.
C. Prior to the year with respect to which a Stock Unit may vest, the
participant may elect not to receive Common Stock upon the vesting of
such Stock Unit and for the Company to continue to maintain the Stock
Unit on its books of account. In such event, the value of a Stock Unit
shall be payable in shares of Common Stock pursuant to the agreement
of deferral.
D. A "Stock Unit" means a notional account representing one share of
Common Stock. A "Dividend Equivalent Right" means the right to receive
the amount of any dividend paid on the share of Common Stock
underlying a Stock Unit, which shall be payable in cash or in the form
of additional Stock Units.
XI. FOREIGN OPTIONS AND RIGHTS.
A. The Committee may grant Benefits to individual participants who are
subject to the tax laws of nations other than the United States, which
Benefits may have terms and conditions as determined by the Committee
as necessary to comply with applicable foreign laws. The Committee may
take any action which it deems advisable to obtain approval of such
Benefits by the appropriate foreign governmental entity; provided,
--------
however, that no such Benefits may be granted pursuant to this Section
-------
11 and no action may be taken which would result in a violation of the
Exchange Act, the Code or any other applicable law.
<PAGE>
<PAGE>
XII. ADJUSTMENT PROVISIONS; CHANGE IN CONTROL.
A. If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, reverse stock split, split up, spinoff,
combination of shares, exchange of shares, dividend in kind or other
like change in capital structure or distribution (other than normal
cash dividends) to stockholders of the Company, an adjustment shall be
made to each outstanding Stock Option and Stock Appreciation Right
such that each such Stock Option and Stock Appreciation Right shall
thereafter be exercisable for such securities, cash and/or other
property as would have been received in respect of the Common Stock
subject to such Stock Option or Stock Appreciation Right had such
Stock Option or Stock Appreciation Right been exercised in full
immediately prior to such change or distribution, and such an
adjustment shall be made successively each time any such change shall
occur. In addition, in the event of any such change or distribution,
in order to prevent dilution or enlargement of participants' rights
under the Plan, the Committee will have authority to adjust, in an
equitable manner, the number and kind of shares that may be issued
under the Plan, the number and kind of shares subject to outstanding
Benefits, the exercise price applicable to outstanding Benefits, and
the Fair Market Value of the Common Stock and other value
determinations applicable to outstanding Benefits. Appropriate
adjustments may also be made by the Committee in the terms of any
Benefits under the Plan to reflect such changes or distributions and
to modify any other terms of outstanding Benefits on an equitable
basis, including modifications of performance targets and changes in
the length of performance periods. In addition, the Committee is
authorized to make adjustments to the terms and conditions of, and the
criteria included in, Benefits in recognition of unusual or
nonrecurring events affecting the Company or the financial statements
of the Company, or in response to changes in applicable laws,
regulations, or accounting principles. Notwithstanding the foregoing,
(i) each such adjustment with respect to an Incentive Stock Option
shall comply with the rules of Section 424(a) of the Code, and (ii) in
no event shall any adjustment be made which would render any Incentive
Stock Option granted hereunder other than an incentive stock option
for purposes of Section 422 of the Code.
B. Notwithstanding any other provision of this Plan, if there is a Change
in Control of the Company, all then outstanding Stock Options and
Stock Appreciation Rights shall immediately become exercisable. For
purposes of this Section 12(b), a "Change in Control" of the Company
shall be deemed to have occurred upon any of the following events:
1. A change in control of the direction and administration of the
Company's business of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Exchange Act; or
2. During any period of two (2) consecutive years, the individuals
who at the beginning of such period constitute the Company's
Board of Directors or any individuals who would be "Continuing
Directors" (as hereinafter defined) cease for any reason to
constitute at least a majority thereof; or
3. The Company's Common Stock shall cease to be publicly traded; or
4. The Company's Board of Directors shall approve a sale of all or
substantially all of the assets of the Company, and such
transaction shall have been consummated; or
5. The Company's Board of Directors shall approve any merger,
consolidation, or like business combination or reorganization of
the Company, the consummation of which would result in the
occurrence of any event described in Section 12(b)(ii) or (iii)
above, and such transaction shall have been consummated.
<PAGE>
<PAGE>
Notwithstanding the foregoing, (A) any spin-off of a division or
subsidiary of the Company to its stockholders and (B) any event listed in
(i) through (v) above that the Board of Directors determines not to be a
Change in Control of the Company, shall not constitute a Change in Control
of the Company.
For purposes of this Section 12(b), "Continuing Directors" shall mean
(x) the directors of the Company in office on the Effective Date (as
defined below) and (y) any successor to any such director and any
additional director who after the Effective Date was nominated or selected
by a majority of the Continuing Directors in office at the time of his or
her nomination or selection.
The Committee, in its discretion, may determine that, upon the
occurrence of a Change in Control of the Company, each Stock Option and
Stock Appreciation Right outstanding hereunder shall terminate within a
specified number of days after notice to the holder, and such holder shall
receive, with respect to each share of Common Stock subject to such Stock
Option or Stock Appreciation Right, an amount equal to the excess of the
Fair Market Value of such shares of Common Stock immediately prior to the
occurrence of such Change in Control over the exercise price per share of
such Stock Option or Stock Appreciation Right; such amount to be payable in
cash, in one or more kinds of property (including the property, if any,
payable in the transaction) or in a combination thereof, as the Committee,
in its discretion, shall determine. The provisions contained in the
preceding sentence shall be inapplicable to a Stock Option or Stock
Appreciation Right granted within six (6) months before the occurrence of a
Change in Control if the holder of such Stock Option or Stock Appreciation
Right is subject to the reporting requirements of Section 16(a) of the
Exchange Act and no exception from liability under Section 16(b) of the
Exchange Act is otherwise available to such holder.
XIII. NONTRANSFERABILITY. Each Benefit granted under the Plan to a participant
shall not be transferable otherwise than by will or the laws of descent and
distribution, and shall be exercisable, during the participant's lifetime,
only by the participant. In the event of the death of a Participant, each
Stock Option or Stock Appreciation Right theretofore granted to him or her
shall be exercisable during such period after his or her death as the
Committee shall in its discretion set forth in such option or right at the
date of grant and then only by the executor or administrator of the estate
of the deceased participant or the person or persons to whom the deceased
participant's rights under the Stock Option or Stock Appreciation Right
shall pass by will or the laws of descent and distribution.
XIV. OTHER PROVISIONS. The award of any Benefit under the Plan may also be
subject to such other provisions (whether or not applicable to the Benefit
awarded to any other participant) as the Committee determines appropriate,
including, without limitation, for the installment purchase of Common Stock
under Stock Options, for the installment exercise of Stock Appreciation
Rights, to assist the participant in financing the acquisition of Common
Stock, for the forfeiture of, or restrictions on resale or other
disposition of, Common Stock acquired under any form of Benefit, for the
acceleration of exercisability or vesting of Benefits in the event of a
change in control of the Company, for the payment of the value of Benefits
to participants in the event of a Change in Control of the Company, or to
comply with federal and state securities laws, or understandings or
conditions as to the participant's employment in addition to those
specifically provided for under the Plan.
XV. FAIR MARKET VALUE. For purposes of this Plan and any Benefits awarded
hereunder, Fair Market Value shall be the closing price of the Common Stock
on the date of calculation (or on the last preceding trading date if Common
Stock was not traded on such date) if the Common Stock is readily tradeable
on a national securities exchange or other market system, and if the Common
Stock is not readily tradeable, Fair Market Value shall mean the amount
determined in good faith by the Committee as the fair market value of the
Common Stock.
<PAGE>
<PAGE>
XVI. WITHHOLDING. All payments or distributions of Benefits made pursuant to the
Plan shall be net of any amounts required to be withheld pursuant to
applicable federal, state and local tax withholding requirements. If the
Company proposes or is required to distribute Common Stock pursuant to the
Plan, it may require the recipient to remit to it or to the corporation
that employs such recipients an amount sufficient to satisfy such tax
withholding requirements prior to the delivery of any certificates for such
Common Stock. In lieu thereof, the Company or the employing corporation
shall have the right to withhold the amount of such taxes from any other
sums due or to become due from such corporation to the recipient as the
Committee shall prescribe. The Committee may, in its discretion and subject
to such rules as it may adopt (including any as may be required to satisfy
applicable tax and/or non-tax regulatory requirements), permit an optionee
or award or right holder to pay all or a portion of the federal, state and
local withholding taxes arising in connection with any Benefit consisting
of shares of Common Stock by electing to have the Company withhold shares
of Common Stock having a Fair Market Value equal to the amount of tax to be
withheld, such tax calculated at rates required by statute or regulation.
XVII. TENURE. A participant's right, if any, to continue to serve the Company or
any of its subsidiaries as an officer, employee, or otherwise, shall not be
enlarged or otherwise affected by his or her designation as a participant
under the Plan.
XVIII. UNFUNDED PLAN. Participants shall have no right, title, or interest
whatsoever in or to any investments which the Company may make to aid it in
meeting its obligations under the Plan. Nothing contained in the Plan, and
no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company
and any participant, beneficiary, legal representative or any other person.
To the extent that any person acquires a right to receive payments from the
Company under the Plan, such right shall be no greater than the right of an
unsecured general creditor of the Company. All payments to be made
hereunder shall be paid from the general funds of the Company and no
special or separate fund shall be established and no segregation of assets
shall be made to assure payment of such amounts except as expressly set
forth in the Plan. The Plan is not intended to be subject to the Employee
Retirement Income Security Act of 1974, as amended.
XIX. NO FRACTIONAL SHARES. No fractional shares of Common Stock shall be issued
or delivered pursuant to the Plan or any Benefit. The Committee shall
determine whether cash, or Benefits, or other property shall be issued or
paid in lieu of fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.
XX. DURATION, AMENDMENT AND TERMINATION. No Benefit shall be granted more than
ten years after the Effective Date; provided, however, that the terms and
-------- -------
conditions applicable to any Benefit granted prior to such date may
thereafter be amended or modified by mutual agreement between the Company
and the participant or such other persons as may then have an interest
therein. Also, by mutual agreement between the Company and a participant
hereunder, under this Plan or under any other present or future plan of the
Company, Benefits may be granted to such participant in substitution and
exchange for, and in cancellation of, any Benefits previously granted such
participant under this Plan, or any other present or future plan of the
Company. The Board of Directors may amend the Plan from time to time or
suspend or terminate the Plan at any time. However, no action authorized by
this Section 20 shall reduce the amount of any existing Benefit or change
the terms and conditions thereof without the participant's consent. No
amendment of the Plan shall, without approval of the stockholders of the
Company, (i) materially increase the total number of shares which may be
issued under the Plan; (ii) materially increase the amount or type of
Benefits that may be granted under the Plan; or (iii) materially modify the
requirements as to eligibility for Benefits under the Plan; provided,
--------
however, that no amendment may be made without approval of the stockholders
-------
of the Company if the amendment will disqualify any Incentive Stock Options
granted hereunder.
<PAGE>
<PAGE>
XXI. GOVERNING LAW. This Plan, Benefits granted hereunder and actions taken in
connection herewith shall be governed and construed in accordance with the
laws of the State of New York (regardless of the law that might otherwise
govern under applicable New York principles of conflict of laws).
XXII. COMPLIANCE WITH RULE 16B-3. With respect to persons subject to Section 16
of the Exchange Act, transactions under the Plan are intended to comply
with all applicable conditions of Rule 16b-3 (or its successors)
promulgated under the Exchange Act. To the extent any provision of the Plan
or action by the Committee fails to comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.
<PAGE>
<PAGE>
XXIII. EFFECTIVE DATE.
A. The Plan shall be effective as of April 18, 1996, which is the date
the Plan was adopted by the Board of Directors and approved by the
stockholders of the Company (the "Effective Date").
B. This Plan shall terminate on April 18, 2006 (unless sooner terminated
by the Board of Directors).
EXHIBIT 10.1
SEACOR HOLDINGS, INC.
RESTRICTED STOCK GRANT AGREEMENT
RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this
7th day of May, 1996 between SEACOR Holdings, Inc., a Delaware corporation (the
"Company"), and Charles Fabrikant, residing at 40 East 78th Street, Apartment
4H, New York, New York 10021 (the "Grantee").
W I T N E S S E T H :
-------------------
WHEREAS, Grantee is an officer or key employee of the Company;
and
WHEREAS, the Company desires to issue and grant to the Grantee,
and the Grantee desires to accept, shares of the Company's Common Stock, $0.01
par value ("Common Shares"), upon the terms and subject to the conditions herein
set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Grant of Restricted Stock. In recognition of the Grantee's commitment to the
continued growth and financial success of the Company, the Company hereby grants
to the Grantee 2,000 (restricted) Common Shares (the "Restricted Stock").
Simultaneously with the execution and delivery of this Agreement by the parties
hereto, the Company shall deliver to the Grantee a stock certificate (or
certificates) representing the shares of the Restricted Stock, which
certificate(s) shall (a) be registered on the Company's stock transfer books in
the name of the Grantee and (b) bear (in addition to any other legends required
by applicable law) the following legend (or a legend substantially similar
thereto):
"This certificate and the shares represented hereby are subject to,
and shall be transferable only in accordance with, the provisions of a
certain Restricted Stock Grant Agreement, dated May 7, 1996, between
Charles Fabrikant and SEACOR Holdings, Inc."
2. Removal of Restricted Stock Legend. Promptly after shares of the Restricted
Stock issued to the Grantee hereunder have become vested, the Company shall
cause the transfer agent for the Common Shares to issue separate Certificates
representing a) the Common Shares which are free of restrictions and without the
legend referred to above and b) the remaining unvested Common Shares bearing the
legend referred to above.
3. Vesting.
(a) Beneficial ownership of the restricted stock shall vest in the Grantee
in three equal and consecutive 33 1/3 % installments, commencing on January 31,
1997 and continuing on each next succeeding January 31st thereafter until
January 31, 1999 at which time vesting in full shall have occurred
(collectively, the "Vesting Dates"). Notwithstanding the foregoing, 100%
beneficial ownership of the aforementioned shares of Restricted Stock shall vest
immediately, without any action on the part of the Company (or its successor as
applicable) or the Grantee, if any of the following events occur:
(i) the death of the Grantee;
(ii) the "Disability" (as hereinafter defined) of the Grantee;
(iii) the termination of the Grantee's employment with the
Company or any of its subsidiaries without "Cause" (as
hereinafter defined); and
(iv) the occurrence of a "Change-in-Control" of the Company (as
hereinafter defined).
<PAGE>
<PAGE>
(b) For all purposes of this Agreement, the following terms shall have the
following respective meanings:
(i) "Disability" shall mean the Grantee's inability to perform
substantially all of his duties and responsibilities to the
Company and/or any of its subsidiaries by reason of a
physical or mental disability or infirmity (A) for a
continuous period of six (6) months or (B) at such earlier
time as the Grantee submits medical evidence satisfactory to
the Company that the Grantee has a physical or mental
disability or infirmity that will likely prevent the Grantee
from substantially performing his duties and
responsibilities for six (6) months or longer;
(ii) "Cause" shall mean (A) the Grantee shall have willfully
failed to perform any of his material obligations or duties
required to be performed by him pursuant to the terms of his
employment as the Chairman of the Board of Directors,
President, and Chief Executive Officer of SEACOR Holdings,
Inc.; or (B) the Grantee shall have committed an act of
fraud, theft or dishonesty which is reasonably likely to
result in financial harm to the Company and/or any of its
subsidiaries; or (C) the Grantee shall be convicted of (or
plead nolo contendere to) any felony or misdemeanor
---- ----------
involving moral turpitude, which misdemeanor might, in the
reasonable judgment of a majority of the Board of Directors
of the Company, cause embarrassment to the Company;
provided, however, that the Grantee shall not be deemed to
-------- -------
have been terminated for Cause unless and until there shall
have been delivered to him a copy of a resolution duly
adopted by a majority of the Board of Directors of the
Company at a meeting of such Board of Directors duly called
and held for the purpose of determining whether, in the good
faith judgment of a majority of the Board of Directors of
the Company, the Company has "cause" to terminate the
Grantee's employment pursuant to these provisions; and
(iii) "Change-in-Control" of the Company shall be deemed to have
occurred if (A) a change in control of the direction and
administration of the Company's businesses of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or any successor rule or
regulation) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); (B) any "person", (as
such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act (but excluding any employee benefit plan of the
Company), is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 50% or
more of the combined voting power of the Company's
outstanding securities then entitled ordinarily (and apart
from rights accruing under special circumstances) to vote
generally for the election of directors; (C) during any
period of two consecutive years, the individuals who at the
beginning of such period constitute the Board of Directors
(the "Board") cease for any reason to constitute at least a
majority thereof; (D) the Board shall approve a sale of all
or substantially all of the assets of the Company and its
subsidiaries (taken as a whole); or (E) the Board shall
approve any merger, consolidation, or like business
combination transaction or reorganization of the Company,
the consummation of which would result in the occurrence of
any event described in clauses (A) through (D) above.
4. Non-Transferability of Restricted Stock. Except as expressly provided in
Section 3 hereof, prior to the applicable Vesting Dates, none of the then
unvested shares of the Restricted Stock (nor any interest therein) may be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, shall not
be assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempted sale, assignment, transfer, pledge,
hypothecation or other disposition of any unvested shares of the Restricted
Stock contrary to the provisions hereof shall be null and void and without
effect.
<PAGE>
<PAGE>
5. Forfeiture.
(a) Upon the Grantee's voluntary termination of his employment with the
Company or any of its subsidiaries, or upon the termination of the Grantee's
employment with the Company or any of its subsidiaries for Cause, which event
occurs, in either case, on a date prior to the Vesting Dates, beneficial
ownership of the remaining unvested shares of the Restricted Stock shall not
vest in the Grantee and all such unvested shares of the Restricted Stock shall
be deemed to have been forfeited by the Grantee to the Company (a "Forfeiture")
without any consideration therefor. A termination of employment shall not be
deemed to occur by reason of the transfer of an employee from employment by the
Company to employment by a subsidiary thereof (or a transfer of employment from
one subsidiary of the Company to another subsidiary of the Company), or the
relocation of the Grantee's employment with the Company (or a subsidiary of the
Company) to a location which is more than 50 miles from the Grantee's current
residence.
(b) Upon the occurrence of a Forfeiture, the Grantee shall, within ten (10)
business days thereafter, transfer and deliver to the Company all stock
certificates representing all shares of the Restricted Stock, together with
stock powers duly executed in blank by the Grantee. From and after the
occurrence of such Forfeiture, the Grantee shall have no rights to or interests
in any shares of the forfeited Restricted Stock or under this Agreement (other
than the obligation to transfer and deliver all stock certificates representing
all shares of the Restricted Stock pursuant to this Section 5(b)).
6. Representations and Warranties of Grantee. The Grantee hereby represents and
warrants to the Company as follows:
(a) The Grantee has the legal right and capacity to enter into this
Agreement and he fully understands the terms and conditions of this Agreement.
(b) The Grantee is acquiring the Restricted Stock for investment purposes
only and not with a view to, or in connection with, the public distribution
thereof in violation of the Securities Act.
(c) The Grantee understands that none of the shares of the Restricted Stock
has been registered under the Securities Act and agrees that none of the shares
of the Restricted Stock may be offered, sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with this Agreement
and the Securities Act or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities or "blue sky"
laws; and he understands that the Company has no obligation to cause or to
refrain from causing any of the shares of the Restricted Stock or any other
shares of its capital stock to be registered under the Securities Act or to
comply with any exemption under the Securities Act which would permit the shares
of the Restricted Stock to be sold or otherwise transferred by the Grantee.
7. Notices. Any notice required or permitted hereunder shall be deemed given
only when delivered personally or when deposited in a United States Post Office
as certified mail, postage prepaid, addressed, as appropriate, if to the
Grantee, at his address set forth above or such other address as he may
designate in writing to the Company, and, if to the Company, at 11200
Westheimer, Suite 850, Houston, Texas 77042 or such other address as the Company
may designate in writing to the Grantee.
8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.
9. Amendment: Termination. This Agreement may not be amended or terminated
unless such amendment or termination is in writing and duly executed by each of
the parties hereto.
<PAGE>
<PAGE>
10. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
11. Benefit and Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Grantee, his executors, administrators, personal representatives and heirs. In
the event that any part of this Agreement shall be held to be invalid or
unenforceable, the remaining parts hereof shall nevertheless continue to be
valid and enforceable as though the invalid portions were not a part hereof.
12. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, discussions and understandings with respect to such subject
matter.
13. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to principles and provisions thereof relating to conflict or choice of
laws.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this
Agreement on the date and year first above written.
SEACOR HOLDINGS, INC.
By: /s/ Randall Blank
-----------------------------
Name: Randall Blank
Title: Executive Vice President
GRANTEE
/s/ Charles Fabrikant
----------------------------------
Charles Fabrikant
EXHIBIT 10.2
SEACOR HOLDINGS, INC.
RESTRICTED STOCK GRANT AGREEMENT
RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this
7th day of May, 1996, between SEACOR Holdings, Inc., a Delaware corporation (the
"Company"), and Randall Blank, residing at 400 Pelham Manor Road, Pelham Manor,
New York 10803 (the "Grantee").
W I T N E S S E T H :
-------------------
WHEREAS, Grantee is an officer or key employee of the Company;
and
WHEREAS, the Company desires to issue and grant to the Grantee,
and the Grantee desires to accept, shares of the Company's Common Stock, $0.01
par value ("Common Shares"), upon the terms and subject to the conditions herein
set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Grant of Restricted Stock. In recognition of the Grantee's commitment to the
continued growth and financial success of the Company, the Company hereby grants
to the Grantee 2,000 (restricted) Common Shares (the "Restricted Stock").
Simultaneously with the execution and delivery of this Agreement by the parties
hereto, the Company shall deliver to the Grantee a stock certificate (or
certificates) representing the shares of the Restricted Stock, which
certificate(s) shall (a) be registered on the Company's stock transfer books in
the name of the Grantee and (b) bear (in addition to any other legends required
by applicable law) the following legend (or a legend substantially similar
thereto):
"This certificate and the shares represented hereby are subject to,
and shall be transferable only in accordance with, the provisions of a
certain Restricted Stock Grant Agreement, dated May 7, 1996, between
Randall Blank and SEACOR Holdings, Inc."
2. Removal of Restricted Stock Legend. Promptly after shares of the Restricted
Stock issued to the Grantee hereunder have become vested, the Company shall
cause the transfer agent for the Common Shares to issue separate Certificates
representing a) the Common Shares which are free of restrictions and without the
legend referred to above and b) the remaining unvested Common Shares bearing the
legend referred to above.
3. Vesting.
(a) Beneficial ownership of the restricted stock shall vest in the Grantee
in three equal and consecutive 33 1/3 % installments, commencing on January 31,
1997 and continuing on each next succeeding January 31st thereafter until
January 31, 1999 at which time vesting in full shall have occurred
(collectively, the "Vesting Dates"). Notwithstanding the foregoing, 100%
beneficial ownership of the aforementioned shares of Restricted Stock shall vest
immediately, without any action on the part of the Company (or its successor as
applicable) or the Grantee, if any of the following events occur:
(i) the death of the Grantee;
(ii) the "Disability" (as hereinafter defined) of the Grantee;
(iii) the termination of the Grantee's employment with the Company or
any of its subsidiaries without "Cause" (as hereinafter defined);
and
(iv) the occurrence of a "Change-in-Control" of the Company (as
hereinafter defined).
<PAGE>
<PAGE>
(b) For all purposes of this Agreement, the following terms shall have the
following respective meanings:
(i) "Disability" shall mean the Grantee's inability to perform
substantially all of his duties and responsibilities to the
Company and/or any of its subsidiaries by reason of a physical or
mental disability or infirmity (A) for a continuous period of six
(6) months or (B) at such earlier time as the Grantee submits
medical evidence satisfactory to the Company that the Grantee has
a physical or mental disability or infirmity that will likely
prevent the Grantee from substantially performing his duties and
responsibilities for six (6) months or longer;
(ii) "Cause" shall mean (A) the Grantee shall have willfully failed to
perform any of his material obligations or duties required to be
performed by him pursuant to the terms of his employment as the
Chairman of the Board of Directors, President, and Chief
Executive Officer of SEACOR Holdings, Inc.; or (B) the Grantee
shall have committed an act of fraud, theft or dishonesty which
is reasonably likely to result in financial harm to the Company
and/or any of its subsidiaries; or (C) the Grantee shall be
convicted of (or plead nolo contendere to) any felony or
---- ----------
misdemeanor involving moral turpitude, which misdemeanor might,
in the reasonable judgment of a majority of the Board of
Directors of the Company, cause embarrassment to the Company;
provided, however, that the Grantee shall not be deemed to have
-------- -------
been terminated for Cause unless and until there shall have been
delivered to him a copy of a resolution duly adopted by a
majority of the Board of Directors of the Company at a meeting of
such Board of Directors duly called and held for the purpose of
determining whether, in the good faith judgment of a majority of
the Board of Directors of the Company, the Company has "cause" to
terminate the Grantee's employment pursuant to these provisions;
and
(iii) "Change-in-Control" of the Company shall be deemed to have
occurred if (A) a change in control of the direction and
administration of the Company's businesses of a nature that would
be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or any successor rule or regulation)
promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); (B) any "person", (as such term is used in
Sections 13(d) and 14(d)(2) of the Exchange Act (but excluding
any employee benefit plan of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the
Company's outstanding securities then entitled ordinarily (and
apart from rights accruing under special circumstances) to vote
generally for the election of directors; (C) during any period of
two consecutive years, the individuals who at the beginning of
such period constitute the Board of Directors (the "Board") cease
for any reason to constitute at least a majority thereof; (D) the
Board shall approve a sale of all or substantially all of the
assets of the Company and its subsidiaries (taken as a whole); or
(E) the Board shall approve any merger, consolidation, or like
business combination transaction or reorganization of the
Company, the consummation of which would result in the occurrence
of any event described in clauses (A) through (D) above.
4. Non-Transferability of Restricted Stock. Except as expressly provided in
Section 3 hereof, prior to the applicable Vesting Dates, none of the then
unvested shares of the Restricted Stock (nor any interest therein) may be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, shall not
be assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempted sale, assignment, transfer, pledge,
hypothecation or other disposition of any unvested shares of the Restricted
Stock contrary to the provisions hereof shall be null and void and without
effect.
<PAGE>
<PAGE>
5. Forfeiture.
(a) Upon the Grantee's voluntary termination of his employment with the
Company or any of its subsidiaries, or upon the termination of the Grantee's
employment with the Company or any of its subsidiaries for Cause, which event
occurs, in either case, on a date prior to the Vesting Dates, beneficial
ownership of the remaining unvested shares of the Restricted Stock shall not
vest in the Grantee and all such unvested shares of the Restricted Stock shall
be deemed to have been forfeited by the Grantee to the Company (a "Forfeiture")
without any consideration therefor. A termination of employment shall not be
deemed to occur by reason of the transfer of an employee from employment by the
Company to employment by a subsidiary thereof (or a transfer of employment from
one subsidiary of the Company to another subsidiary of the Company), or the
relocation of the Grantee's employment with the Company (or a subsidiary of the
Company) to a location which is more than 50 miles from the Grantee's current
residence.
(b) Upon the occurrence of a Forfeiture, the Grantee shall, within ten (10)
business days thereafter, transfer and deliver to the Company all stock
certificates representing all shares of the Restricted Stock, together with
stock powers duly executed in blank by the Grantee. From and after the
occurrence of such Forfeiture, the Grantee shall have no rights to or interests
in any shares of the forfeited Restricted Stock or under this Agreement (other
than the obligation to transfer and deliver all stock certificates representing
all shares of the Restricted Stock pursuant to this Section 5(b)).
6. Representations and Warranties of Grantee. The Grantee hereby represents and
warrants to the Company as follows:
(a) The Grantee has the legal right and capacity to enter into this
Agreement and he fully understands the terms and conditions of this Agreement.
(b) The Grantee is acquiring the Restricted Stock for investment purposes
only and not with a view to, or in connection with, the public distribution
thereof in violation of the Securities Act.
(c) The Grantee understands that none of the shares of the Restricted Stock
has been registered under the Securities Act and agrees that none of the shares
of the Restricted Stock may be offered, sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with this Agreement
and the Securities Act or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities or "blue sky"
laws; and he understands that the Company has no obligation to cause or to
refrain from causing any of the shares of the Restricted Stock or any other
shares of its capital stock to be registered under the Securities Act or to
comply with any exemption under the Securities Act which would permit the shares
of the Restricted Stock to be sold or otherwise transferred by the Grantee.
7. Notices. Any notice required or permitted hereunder shall be deemed given
only when delivered personally or when deposited in a United States Post Office
as certified mail, postage prepaid, addressed, as appropriate, if to the
Grantee, at his address set forth above or such other address as he may
designate in writing to the Company, and, if to the Company, at 11200
Westheimer, Suite 850, Houston, Texas 77042 or such other address as the Company
may designate in writing to the Grantee.
8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.
9. Amendment: Termination. This Agreement may not be amended or terminated
unless such amendment or termination is in writing and duly executed by each of
the parties hereto.
<PAGE>
<PAGE>
10. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
11. Benefit and Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Grantee, his executors, administrators, personal representatives and heirs. In
the event that any part of this Agreement shall be held to be invalid or
unenforceable, the remaining parts hereof shall nevertheless continue to be
valid and enforceable as though the invalid portions were not a part hereof.
12. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, discussions and understandings with respect to such subject
matter.
13. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to principles and provisions thereof relating to conflict or choice of
laws.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this
Agreement on the date and year first above written.
SEACOR HOLDINGS, INC.
By: /s/ Charles Fabrikant
---------------------------------
Name: Charles Fabrikant
Title: President
GRANTEE
/s/ Randall Blank
-------------------------------------
Randall Blank
EXHIBIT 10.3
SEACOR HOLDINGS, INC.
RESTRICTED STOCK GRANT AGREEMENT
RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this
7th day of May, 1996, between SEACOR Holdings, Inc., a Delaware corporation (the
"Company"), and Milton Rose, residing at 12722 Pebblebrook, Houston, Texas 77024
(the "Grantee").
W I T N E S S E T H :
-------------------
WHEREAS, Grantee is an officer or key employee of the Company;
and
WHEREAS, the Company desires to issue and grant to the Grantee,
and the Grantee desires to accept, shares of the Company's Common Stock, $0.01
par value ("Common Shares"), upon the terms and subject to the conditions herein
set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Grant of Restricted Stock. In recognition of the Grantee's commitment to the
continued growth and financial success of the Company, the Company hereby grants
to the Grantee 1,200 (restricted) Common Shares (the "Restricted Stock").
Simultaneously with the execution and delivery of this Agreement by the parties
hereto, the Company shall deliver to the Grantee a stock certificate (or
certificates) representing the shares of the Restricted Stock, which
certificate(s) shall (a) be registered on the Company's stock transfer books in
the name of the Grantee and (b) bear (in addition to any other legends required
by applicable law) the following legend (or a legend substantially similar
thereto):
"This certificate and the shares represented hereby are subject to,
and shall be transferable only in accordance with, the provisions of a
certain Restricted Stock Grant Agreement, dated May 7, 1996, between
Milton Rose and SEACOR Holdings, Inc."
2. Removal of Restricted Stock Legend. Promptly after shares of the Restricted
Stock issued to the Grantee hereunder have become vested, the Company shall
cause the transfer agent for the Common Shares to issue separate Certificates
representing a) the Common Shares which are free of restrictions and without the
legend referred to above and b) the remaining unvested Common Shares bearing the
legend referred to above.
3. Vesting.
(a) Beneficial ownership of the restricted stock shall vest in the Grantee
in three equal and consecutive 33 1/3 % installments, commencing on January 31,
1997 and continuing on each next succeeding January 31st thereafter until
January 31, 1999 at which time vesting in full shall have occurred
(collectively, the "Vesting Dates"). Notwithstanding the foregoing, 100%
beneficial ownership of the aforementioned shares of Restricted Stock shall vest
immediately, without any action on the part of the Company (or its successor as
applicable) or the Grantee, if any of the following events occur:
(i) the death of the Grantee;
(ii) the "Disability" (as hereinafter defined) of the Grantee;
(iii) the termination of the Grantee's employment with the Company or
any of its subsidiaries without "Cause" (as hereinafter defined);
and
(iv) the occurrence of a "Change-in-Control" of the Company (as
hereinafter defined).
<PAGE>
<PAGE>
(b) For all purposes of this Agreement, the following terms shall have the
following respective meanings:
(i) "Disability" shall mean the Grantee's inability to perform
substantially all of his duties and responsibilities to the
Company and/or any of its subsidiaries by reason of a physical or
mental disability or infirmity (A) for a continuous period of six
(6) months or (B) at such earlier time as the Grantee submits
medical evidence satisfactory to the Company that the Grantee has
a physical or mental disability or infirmity that will likely
prevent the Grantee from substantially performing his duties and
responsibilities for six (6) months or longer;
(ii) "Cause" shall mean (A) the Grantee shall have willfully failed to
perform any of his material obligations or duties required to be
performed by him pursuant to the terms of his employment as the
Chairman of the Board of Directors, President, and Chief
Executive Officer of SEACOR Holdings, Inc.; or (B) the Grantee
shall have committed an act of fraud, theft or dishonesty which
is reasonably likely to result in financial harm to the Company
and/or any of its subsidiaries; or (C) the Grantee shall be
convicted of (or plead nolo contendere to) any felony or
---- ----------
misdemeanor involving moral turpitude, which misdemeanor might,
in the reasonable judgment of a majority of the Board of
Directors of the Company, cause embarrassment to the Company;
provided, however, that the Grantee shall not be deemed to have
-------- -------
been terminated for Cause unless and until there shall have been
delivered to him a copy of a resolution duly adopted by a
majority of the Board of Directors of the Company at a meeting of
such Board of Directors duly called and held for the purpose of
determining whether, in the good faith judgment of a majority of
the Board of Directors of the Company, the Company has "cause" to
terminate the Grantee's employment pursuant to these provisions;
and
(iii) "Change-in-Control" of the Company shall be deemed to have
occurred if (A) a change in control of the direction and
administration of the Company's businesses of a nature that would
be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or any successor rule or regulation)
promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); (B) any "person", (as such term is used in
Sections 13(d) and 14(d)(2) of the Exchange Act (but excluding
any employee benefit plan of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the
Company's outstanding securities then entitled ordinarily (and
apart from rights accruing under special circumstances) to vote
generally for the election of directors; (C) during any period of
two consecutive years, the individuals who at the beginning of
such period constitute the Board of Directors (the "Board") cease
for any reason to constitute at least a majority thereof; (D) the
Board shall approve a sale of all or substantially all of the
assets of the Company and its subsidiaries (taken as a whole); or
(E) the Board shall approve any merger, consolidation, or like
business combination transaction or reorganization of the
Company, the consummation of which would result in the occurrence
of any event described in clauses (A) through (D) above.
4. Non-Transferability of Restricted Stock. Except as expressly provided in
Section 3 hereof, prior to the applicable Vesting Dates, none of the then
unvested shares of the Restricted Stock (nor any interest therein) may be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, shall not
be assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempted sale, assignment, transfer, pledge,
hypothecation or other disposition of any unvested shares of the Restricted
Stock contrary to the provisions hereof shall be null and void and without
effect.
<PAGE>
<PAGE>
5. Forfeiture.
(a) Upon the Grantee's voluntary termination of his employment with the
Company or any of its subsidiaries, or upon the termination of the Grantee's
employment with the Company or any of its subsidiaries for Cause, which event
occurs, in either case, on a date prior to the Vesting Dates, beneficial
ownership of the remaining unvested shares of the Restricted Stock shall not
vest in the Grantee and all such unvested shares of the Restricted Stock shall
be deemed to have been forfeited by the Grantee to the Company (a "Forfeiture")
without any consideration therefor. A termination of employment shall not be
deemed to occur by reason of the transfer of an employee from employment by the
Company to employment by a subsidiary thereof (or a transfer of employment from
one subsidiary of the Company to another subsidiary of the Company), or the
relocation of the Grantee's employment with the Company (or a subsidiary of the
Company) to a location which is more than 50 miles from the Grantee's current
residence.
(b) Upon the occurrence of a Forfeiture, the Grantee shall, within ten (10)
business days thereafter, transfer and deliver to the Company all stock
certificates representing all shares of the Restricted Stock, together with
stock powers duly executed in blank by the Grantee. From and after the
occurrence of such Forfeiture, the Grantee shall have no rights to or interests
in any shares of the forfeited Restricted Stock or under this Agreement (other
than the obligation to transfer and deliver all stock certificates representing
all shares of the Restricted Stock pursuant to this Section 5(b)).
6. Representations and Warranties of Grantee. The Grantee hereby represents and
warrants to the Company as follows:
(a) The Grantee has the legal right and capacity to enter into this
Agreement and he fully understands the terms and conditions of this Agreement.
(b) The Grantee is acquiring the Restricted Stock for investment purposes
only and not with a view to, or in connection with, the public distribution
thereof in violation of the Securities Act.
(c) The Grantee understands that none of the shares of the Restricted Stock
has been registered under the Securities Act and agrees that none of the shares
of the Restricted Stock may be offered, sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with this Agreement
and the Securities Act or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities or "blue sky"
laws; and he understands that the Company has no obligation to cause or to
refrain from causing any of the shares of the Restricted Stock or any other
shares of its capital stock to be registered under the Securities Act or to
comply with any exemption under the Securities Act which would permit the shares
of the Restricted Stock to be sold or otherwise transferred by the Grantee.
7. Notices. Any notice required or permitted hereunder shall be deemed given
only when delivered personally or when deposited in a United States Post Office
as certified mail, postage prepaid, addressed, as appropriate, if to the
Grantee, at his address set forth above or such other address as he may
designate in writing to the Company, and, if to the Company, at 11200
Westheimer, Suite 850, Houston, Texas 77042 or such other address as the Company
may designate in writing to the Grantee.
8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.
9. Amendment: Termination. This Agreement may not be amended or terminated
unless such amendment or termination is in writing and duly executed by each of
the parties hereto.
<PAGE>
<PAGE>
10. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
11. Benefit and Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Grantee, his executors, administrators, personal representatives and heirs. In
the event that any part of this Agreement shall be held to be invalid or
unenforceable, the remaining parts hereof shall nevertheless continue to be
valid and enforceable as though the invalid portions were not a part hereof.
12. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, discussions and understandings with respect to such subject
matter.
13. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to principles and provisions thereof relating to conflict or choice of
laws.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this
Agreement on the date and year first above written.
SEACOR HOLDINGS, INC.
By: /s/ Randall Blank
-----------------------------
Name: Randall Blank
Title: Executive Vice President
GRANTEE
/s/ Milton Rose
---------------------------------
Milton Rose
EXHIBIT 10.4
SEACOR HOLDINGS, INC.
RESTRICTED STOCK GRANT AGREEMENT
RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this
7th day of May, 1996, between SEACOR Holdings, Inc., a Delaware corporation (the
"Company"), and Mark Miller, residing at 1230 Kimberly Lane, Southold, New York
11971 (the "Grantee").
W I T N E S S E T H :
-------------------
WHEREAS, Grantee is an officer or key employee of the Company;
and
WHEREAS, the Company desires to issue and grant to the Grantee,
and the Grantee desires to accept, shares of the Company's Common Stock, $0.01
par value ("Common Shares"), upon the terms and subject to the conditions herein
set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Grant of Restricted Stock. In recognition of the Grantee's commitment to the
continued growth and financial success of the Company, the Company hereby grants
to the Grantee 600 (restricted) Common Shares (the "Restricted Stock").
Simultaneously with the execution and delivery of this Agreement by the parties
hereto, the Company shall deliver to the Grantee a stock certificate (or
certificates) representing the shares of the Restricted Stock, which
certificate(s) shall (a) be registered on the Company's stock transfer books in
the name of the Grantee and (b) bear (in addition to any other legends required
by applicable law) the following legend (or a legend substantially similar
thereto):
"This certificate and the shares represented hereby are subject to,
and shall be transferable only in accordance with, the provisions of a
certain Restricted Stock Grant Agreement, dated May 7, 1996, between
Mark Miller and SEACOR Holdings, Inc."
2. Removal of Restricted Stock Legend. Promptly after shares of the Restricted
Stock issued to the Grantee hereunder have become vested, the Company shall
cause the transfer agent for the Common Shares to issue separate Certificates
representing a) the Common Shares which are free of restrictions and without the
legend referred to above and b) the remaining unvested Common Shares bearing the
legend referred to above.
3. Vesting.
(a) Beneficial ownership of the restricted stock shall vest in the Grantee
in three equal and consecutive 33 1/3 % installments, commencing on January 31,
1997 and continuing on each next succeeding January 31st thereafter until
January 31, 1999 at which time vesting in full shall have occurred
(collectively, the "Vesting Dates"). Notwithstanding the foregoing, 100%
beneficial ownership of the aforementioned shares of Restricted Stock shall vest
immediately, without any action on the part of the Company (or its successor as
applicable) or the Grantee, if any of the following events occur:
(i) the death of the Grantee;
(ii) the "Disability" (as hereinafter defined) of the Grantee;
(iii) the termination of the Grantee's employment with the Company or
any of its subsidiaries without "Cause" (as hereinafter defined);
and
(iv) the occurrence of a "Change-in-Control" of the Company (as
hereinafter defined).
<PAGE>
<PAGE>
(b) For all purposes of this Agreement, the following terms shall have the
following respective meanings:
(i) "Disability" shall mean the Grantee's inability to perform
substantially all of his duties and responsibilities to the
Company and/or any of its subsidiaries by reason of a
physical or mental disability or infirmity (A) for a
continuous period of six (6) months or (B) at such earlier
time as the Grantee submits medical evidence satisfactory to
the Company that the Grantee has a physical or mental
disability or infirmity that will likely prevent the Grantee
from substantially performing his duties and
responsibilities for six (6) months or longer;
(ii) "Cause" shall mean (A) the Grantee shall have willfully
failed to perform any of his material obligations or duties
required to be performed by him pursuant to the terms of his
employment as the Chairman of the Board of Directors,
President, and Chief Executive Officer of SEACOR Holdings,
Inc.; or (B) the Grantee shall have committed an act of
fraud, theft or dishonesty which is reasonably likely to
result in financial harm to the Company and/or any of its
subsidiaries; or (C) the Grantee shall be convicted of (or
plead nolo contendere to) any felony or misdemeanor
---- ----------
involving moral turpitude, which misdemeanor might, in the
reasonable judgment of a majority of the Board of Directors
of the Company, cause embarrassment to the Company;
provided, however, that the Grantee shall not be deemed to
-------- -------
have been terminated for Cause unless and until there shall
have been delivered to him a copy of a resolution duly
adopted by a majority of the Board of Directors of the
Company at a meeting of such Board of Directors duly called
and held for the purpose of determining whether, in the good
faith judgment of a majority of the Board of Directors of
the Company, the Company has "cause" to terminate the
Grantee's employment pursuant to these provisions; and
(iii) "Change-in-Control" of the Company shall be deemed to have
occurred if (A) a change in control of the direction and
administration of the Company's businesses of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or any successor rule or
regulation) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); (B) any "person", (as
such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act (but excluding any employee benefit plan of the
Company), is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 50% or
more of the combined voting power of the Company's
outstanding securities then entitled ordinarily (and apart
from rights accruing under special circumstances) to vote
generally for the election of directors; (C) during any
period of two consecutive years, the individuals who at the
beginning of such period constitute the Board of Directors
(the "Board") cease for any reason to constitute at least a
majority thereof; (D) the Board shall approve a sale of all
or substantially all of the assets of the Company and its
subsidiaries (taken as a whole); or (E) the Board shall
approve any merger, consolidation, or like business
combination transaction or reorganization of the Company,
the consummation of which would result in the occurrence of
any event described in clauses (A) through (D) above.
4. Non-Transferability of Restricted Stock. Except as expressly provided in
Section 3 hereof, prior to the applicable Vesting Dates, none of the then
unvested shares of the Restricted Stock (nor any interest therein) may be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, shall not
be assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempted sale, assignment, transfer, pledge,
hypothecation or other disposition of any unvested shares of the Restricted
Stock contrary to the provisions hereof shall be null and void and without
effect.
<PAGE>
<PAGE>
5. Forfeiture.
(a) Upon the Grantee's voluntary termination of his employment with
the Company or any of its subsidiaries, or upon the termination of the
Grantee's employment with the Company or any of its subsidiaries for Cause,
which event occurs, in either case, on a date prior to the Vesting Dates,
beneficial ownership of the remaining unvested shares of the Restricted
Stock shall not vest in the Grantee and all such unvested shares of the
Restricted Stock shall be deemed to have been forfeited by the Grantee to
the Company (a "Forfeiture") without any consideration therefor. A
termination of employment shall not be deemed to occur by reason of the
transfer of an employee from employment by the Company to employment by a
subsidiary thereof (or a transfer of employment from one subsidiary of the
Company to another subsidiary of the Company), or the relocation of the
Grantee's employment with the Company (or a subsidiary of the Company) to a
location which is more than 50 miles from the Grantee's current residence.
(b) Upon the occurrence of a Forfeiture, the Grantee shall, within ten
(10) business days thereafter, transfer and deliver to the Company all
stock certificates representing all shares of the Restricted Stock,
together with stock powers duly executed in blank by the Grantee. From and
after the occurrence of such Forfeiture, the Grantee shall have no rights
to or interests in any shares of the forfeited Restricted Stock or under
this Agreement (other than the obligation to transfer and deliver all stock
certificates representing all shares of the Restricted Stock pursuant to
this Section 5(b)).
6. Representations and Warranties of Grantee. The Grantee hereby represents and
warrants to the Company as follows:
(a) The Grantee has the legal right and capacity to enter into this
Agreement and he fully understands the terms and conditions of this Agreement.
(b) The Grantee is acquiring the Restricted Stock for investment purposes
only and not with a view to, or in connection with, the public distribution
thereof in violation of the Securities Act.
(c) The Grantee understands that none of the shares of the Restricted Stock
has been registered under the Securities Act and agrees that none of the shares
of the Restricted Stock may be offered, sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with this Agreement
and the Securities Act or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities or "blue sky"
laws; and he understands that the Company has no obligation to cause or to
refrain from causing any of the shares of the Restricted Stock or any other
shares of its capital stock to be registered under the Securities Act or to
comply with any exemption under the Securities Act which would permit the shares
of the Restricted Stock to be sold or otherwise transferred by the Grantee.
7. Notices. Any notice required or permitted hereunder shall be deemed given
only when delivered personally or when deposited in a United States Post Office
as certified mail, postage prepaid, addressed, as appropriate, if to the
Grantee, at his address set forth above or such other address as he may
designate in writing to the Company, and, if to the Company, at 11200
Westheimer, Suite 850, Houston, Texas 77042 or such other address as the Company
may designate in writing to the Grantee.
8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.
9. Amendment: Termination. This Agreement may not be amended or terminated
unless such amendment or termination is in writing and duly executed by each of
the parties hereto.
<PAGE>
<PAGE>
10. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
11. Benefit and Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Grantee, his executors, administrators, personal representatives and heirs. In
the event that any part of this Agreement shall be held to be invalid or
unenforceable, the remaining parts hereof shall nevertheless continue to be
valid and enforceable as though the invalid portions were not a part hereof.
12. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, discussions and understandings with respect to such subject
matter.
13. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to principles and provisions thereof relating to conflict or choice of
laws.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this
Agreement on the date and year first above written.
SEACOR HOLDINGS, INC.
By: /s/ Randall Blank
----------------------------
Name: Randall Blank
Title: Executive Vice President
GRANTEE
/s/ Mark Miller
-------------------------------
Mark Miller
EXHIBIT 10.5
SEACOR HOLDINGS, INC.
RESTRICTED STOCK GRANT AGREEMENT
RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this
7th day of May, 1996, between SEACOR Holdings, Inc., a Delaware corporation (the
"Company"), and Timothy McKeand, residing at 22319 Morning Lake Drive, Katy,
Texas 77450 (the "Grantee").
W I T N E S S E T H :
-------------------
WHEREAS, Grantee is an officer or key employee of the Company;
and
WHEREAS, the Company desires to issue and grant to the Grantee,
and the Grantee desires to accept, shares of the Company's Common Stock, $0.01
par value ("Common Shares"), upon the terms and subject to the conditions herein
set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Grant of Restricted Stock. In recognition of the Grantee's commitment to the
continued growth and financial success of the Company, the Company hereby grants
to the Grantee 1,000 (restricted) Common Shares (the "Restricted Stock").
Simultaneously with the execution and delivery of this Agreement by the parties
hereto, the Company shall deliver to the Grantee a stock certificate (or
certificates) representing the shares of the Restricted Stock, which
certificate(s) shall (a) be registered on the Company's stock transfer books in
the name of the Grantee and (b) bear (in addition to any other legends required
by applicable law) the following legend (or a legend substantially similar
thereto):
"This certificate and the shares represented hereby are subject to,
and shall be transferable only in accordance with, the provisions of a
certain Restricted Stock Grant Agreement, dated May 7, 1996, between
Timothy McKeand and SEACOR Holdings, Inc."
2. Removal of Restricted Stock Legend. Promptly after shares of the Restricted
Stock issued to the Grantee hereunder have become vested, the Company shall
cause the transfer agent for the Common Shares to issue separate Certificates
representing a) the Common Shares which are free of restrictions and without the
legend referred to above and b) the remaining unvested Common Shares bearing the
legend referred to above.
3. Vesting.
(a) Beneficial ownership of the restricted stock shall vest in the Grantee
in three equal and consecutive 33 1/3 % installments, commencing on January 31,
1997 and continuing on each next succeeding January 31st thereafter until
January 31, 1999 at which time vesting in full shall have occurred
(collectively, the "Vesting Dates"). Notwithstanding the foregoing, 100%
beneficial ownership of the aforementioned shares of Restricted Stock shall vest
immediately, without any action on the part of the Company (or its successor as
applicable) or the Grantee, if any of the following events occur:
(i) the death of the Grantee;
(ii) the "Disability" (as hereinafter defined) of the Grantee;
(iii) the termination of the Grantee's employment with the Company or
any of its subsidiaries without "Cause" (as hereinafter defined);
and
(iv) the occurrence of a "Change-in-Control" of the Company (as
hereinafter defined).
<PAGE>
<PAGE>
(b) For all purposes of this Agreement, the following terms shall have the
following respective meanings:
(i) "Disability" shall mean the Grantee's inability to perform
substantially all of his duties and responsibilities to the
Company and/or any of its subsidiaries by reason of a
physical or mental disability or infirmity (A) for a
continuous period of six (6) months or (B) at such earlier
time as the Grantee submits medical evidence satisfactory to
the Company that the Grantee has a physical or mental
disability or infirmity that will likely prevent the Grantee
from substantially performing his duties and
responsibilities for six (6) months or longer;
(ii) "Cause" shall mean (A) the Grantee shall have willfully
failed to perform any of his material obligations or duties
required to be performed by him pursuant to the terms of his
employment as the Chairman of the Board of Directors,
President, and Chief Executive Officer of SEACOR Holdings,
Inc.; or (B) the Grantee shall have committed an act of
fraud, theft or dishonesty which is reasonably likely to
result in financial harm to the Company and/or any of its
subsidiaries; or (C) the Grantee shall be convicted of (or
plead nolo contendere to) any felony or misdemeanor
---- ----------
involving moral turpitude, which misdemeanor might, in the
reasonable judgment of a majority of the Board of Directors
of the Company, cause embarrassment to the Company;
provided, however, that the Grantee shall not be deemed to
-------- -------
have been terminated for Cause unless and until there shall
have been delivered to him a copy of a resolution duly
adopted by a majority of the Board of Directors of the
Company at a meeting of such Board of Directors duly called
and held for the purpose of determining whether, in the good
faith judgment of a majority of the Board of Directors of
the Company, the Company has "cause" to terminate the
Grantee's employment pursuant to these provisions; and
(iii) "Change-in-Control" of the Company shall be deemed to have
occurred if (A) a change in control of the direction and
administration of the Company's businesses of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or any successor rule or
regulation) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); (B) any "person", (as
such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act (but excluding any employee benefit plan of the
Company), is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 50% or
more of the combined voting power of the Company's
outstanding securities then entitled ordinarily (and apart
from rights accruing under special circumstances) to vote
generally for the election of directors; (C) during any
period of two consecutive years, the individuals who at the
beginning of such period constitute the Board of Directors
(the "Board") cease for any reason to constitute at least a
majority thereof; (D) the Board shall approve a sale of all
or substantially all of the assets of the Company and its
subsidiaries (taken as a whole); or (E) the Board shall
approve any merger, consolidation, or like business
combination transaction or reorganization of the Company,
the consummation of which would result in the occurrence of
any event described in clauses (A) through (D) above.
4. Non-Transferability of Restricted Stock. Except as expressly provided in
Section 3 hereof, prior to the applicable Vesting Dates, none of the then
unvested shares of the Restricted Stock (nor any interest therein) may be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, shall not
be assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempted sale, assignment, transfer, pledge,
hypothecation or other disposition of any unvested shares of the Restricted
Stock contrary to the provisions hereof shall be null and void and without
effect.
<PAGE>
<PAGE>
5. Forfeiture.
(a) Upon the Grantee's voluntary termination of his employment with the
Company or any of its subsidiaries, or upon the termination of the Grantee's
employment with the Company or any of its subsidiaries for Cause, which event
occurs, in either case, on a date prior to the Vesting Dates, beneficial
ownership of the remaining unvested shares of the Restricted Stock shall not
vest in the Grantee and all such unvested shares of the Restricted Stock shall
be deemed to have been forfeited by the Grantee to the Company (a "Forfeiture")
without any consideration therefor. A termination of employment shall not be
deemed to occur by reason of the transfer of an employee from employment by the
Company to employment by a subsidiary thereof (or a transfer of employment from
one subsidiary of the Company to another subsidiary of the Company), or the
relocation of the Grantee's employment with the Company (or a subsidiary of the
Company) to a location which is more than 50 miles from the Grantee's current
residence.
(b) Upon the occurrence of a Forfeiture, the Grantee shall, within ten (10)
business days thereafter, transfer and deliver to the Company all stock
certificates representing all shares of the Restricted Stock, together with
stock powers duly executed in blank by the Grantee. From and after the
occurrence of such Forfeiture, the Grantee shall have no rights to or interests
in any shares of the forfeited Restricted Stock or under this Agreement (other
than the obligation to transfer and deliver all stock certificates representing
all shares of the Restricted Stock pursuant to this Section 5(b)).
6. Representations and Warranties of Grantee. The Grantee hereby represents and
warrants to the Company as follows:
(a) The Grantee has the legal right and capacity to enter into this
Agreement and he fully understands the terms and conditions of this Agreement.
(b) The Grantee is acquiring the Restricted Stock for investment purposes
only and not with a view to, or in connection with, the public distribution
thereof in violation of the Securities Act.
(c) The Grantee understands that none of the shares of the Restricted Stock
has been registered under the Securities Act and agrees that none of the shares
of the Restricted Stock may be offered, sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with this Agreement
and the Securities Act or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities or "blue sky"
laws; and he understands that the Company has no obligation to cause or to
refrain from causing any of the shares of the Restricted Stock or any other
shares of its capital stock to be registered under the Securities Act or to
comply with any exemption under the Securities Act which would permit the shares
of the Restricted Stock to be sold or otherwise transferred by the Grantee.
7. Notices. Any notice required or permitted hereunder shall be deemed given
only when delivered personally or when deposited in a United States Post Office
as certified mail, postage prepaid, addressed, as appropriate, if to the
Grantee, at his address set forth above or such other address as he may
designate in writing to the Company, and, if to the Company, at 11200
Westheimer, Suite 850, Houston, Texas 77042 or such other address as the Company
may designate in writing to the Grantee.
8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.
9. Amendment: Termination. This Agreement may not be amended or terminated
unless such amendment or termination is in writing and duly executed by each of
the parties hereto.
<PAGE>
<PAGE>
10. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
11. Benefit and Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Grantee, his executors, administrators, personal representatives and heirs. In
the event that any part of this Agreement shall be held to be invalid or
unenforceable, the remaining parts hereof shall nevertheless continue to be
valid and enforceable as though the invalid portions were not a part hereof.
12. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, discussions and understandings with respect to such subject
matter.
13. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to principles and provisions thereof relating to conflict or choice of
laws.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this
Agreement on the date and year first above written.
SEACOR HOLDINGS, INC.
By: /s/ Randall Blank
----------------------------
Name: Randall Blank
Title: Executive Vice President
GRANTEE
/s/ Timothy McKeand
-------------------------------
Timothy McKeand
EXHIBIT 11.0
<TABLE>
<CAPTION>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(IN THOUSANDS, EXCEPT SHARE DATA)
Three Months Three Months
Ended Ended
March 31, 1996 March 31, 1995
-------------- --------------
<S> <C> <C>
EARNINGS PER COMMON SHARE - ASSUMING NO
DILUTION, AS ADJUSTED FOR COMMON STOCK
EQUIVALENTS (a)....................................................$ 0.64 $ 0.24
============= ============
Weighted average shares outstanding (b).................................. 8,524,550 5,894,398
Shares issuable from assumed conversion of
common stock equivalents (a)....................................... 206,185 60,771
Weighted average shares outstanding, as adjusted................ ============= ============
8,730,735 5,955,169
EARNINGS PER COMMON SHARE - ASSUMING
FULL DILUTION......................................................$ 0.56 $ 0.24
============= ============
Weighted average shares outstanding (b).................................. 8,524,550 5,894,398
Shares issuable from assumed conversion of
common stock equivalents........................................... 237,923 81,478
Shares issuable from assumed conversion of
6.0% Convertible Subordinated Notes................................ 2,156,076 2,199,978
Shares issuable from assumed conversion of
2.5% Convertible Subordinated Notes................................ 156,650 156,650
Weighted average shares outstanding, as adjusted................ ============= ============
11,075,199 8,332,504
NET INCOME FOR EARNINGS PER COMMON
SHARE COMPUTATION:
Net income for earnings per common share
computation -- assuming no dilution............................... $ 5,593 $ 1,407
Interest on 6.0% Convertible Subordinated Notes,
net of income tax effect........................................ 539 558
Interest and debt discount on 2.5% Convertible
Subordinated Notes, net of income tax effect.................... 37 38
------------- ------------
Net income for earnings per common share
computation-- assuming full dilution, as adjusted.................. $ 6,169 $ 2,003
<FN>
(a) This computation is submitted in accordance with Regulation S-K
item 601 (b) (11). For the periods noted, it is contrary to APB Opinion No.
15 as per footnote to paragraph 14 which does not require the inclusion of
common stock equivalents in the earnings per share calculation if the
dilutive effect is less than 3%.
(b) Weighted average shares outstanding in 1996 include 11,500
restricted shares granted to an officer of the Company.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial
information extracted from the financial
statements contained in the body of the
accompanying Form 10-Q and is qualified in its
entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 24,849
<SECURITIES> 0
<RECEIVABLES> 37,306
<ALLOWANCES> 521
<INVENTORY> 1,610
<CURRENT-ASSETS> 64,921
<PP&E> 289,645
<DEPRECIATION> 59,001
<TOTAL-ASSETS> 316,171
<CURRENT-LIABILITIES> 21,431
<BONDS> 98,557
0
0
<COMMON> 86
<OTHER-SE> 161,833
<TOTAL-LIABILITY-AND-EQUITY> 316,171
<SALES> 0
<TOTAL-REVENUES> 44,075
<CGS> 0
<TOTAL-COSTS> 35,170
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 141
<INTEREST-EXPENSE> 1,759
<INCOME-PRETAX> 8,307
<INCOME-TAX> 2,931
<INCOME-CONTINUING> 5,593
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,593
<EPS-PRIMARY> .66
<EPS-DILUTED> .56
</TABLE>
