SEACOR HOLDINGS INC, SC 13D, 1996-12-27

SEACOR HOLDINGS INC
SC 13D, 1996-12-27
DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT

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<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SEACOR Holdings, Inc.
- --------------------------------------------------------------------------------

(Name of Issuer)

Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)

81190410-1
------------------------------------------------------------
(CUSIP Number)

<TABLE>

<S> <C> <C> <C> <C>
Cees W. D. Bom Cees W. D. Bom P. V. B. Zwolsman George F. Nicolai with a copy to
Smit International Smit Internationale N.V. Royal Nedlloyd N.V. c/o Meespierson
Overseas B.V. Zalmstraat 1 Boompjes 40 Trust B.V. Myles C. Pollin
Zalmstraat 1 3016 DS Rotterdam, 3011 XB Rotterdam Vigilanter Sidley & Austin
3016 DS Rotterdam, The Netherlands The Netherlands Holdings N.V. 875 Third Avenue
The Netherlands Tel: (31-10) 454 92 68 Tel: (31-10) 400 71 11 Aert van Nesstraat 45 New York, NY 10022
Tel: (31-10) 454 92 68 4 Etage Tel: (212) 906-2307
3012 CA Rotterdam
The Netherlands
Tel: (31-10) 403 58 50
</TABLE>

- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

December 19, 1996
---------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ] .

Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
<PAGE>

SCHEDULE 13D

CUSIP No. 81190410-1 Page 2 of 29 Pages

- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Smit International Overseas B.V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
(b)[ ]

- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

The Netherlands
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 943,060 Shares
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER 943,060 Shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
943,060 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>

SCHEDULE 13D

CUSIP No. 81190410-1 Page 3 of 29 Pages

- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Smit Internationale N.V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
(b)[ ]

- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

The Netherlands
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 943,060 Shares
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER 943,060 Shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
943,060 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

SCHEDULE 13D
CUSIP No. 81190410-1 Page 4 of 29 Pages

- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Royal Nedlloyd N.V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]

- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
943,060 Shares (beneficial ownership disclaimed)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

SCHEDULE 13D
CUSIP No. 81190410-1 Page 5 of 29 Pages

- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Vigilanter Holdings N.V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]

- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

The Netherlands
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 943,060 Shares (beneficial
EACH ownership disclaimed)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER 943,060 Shares (beneficial
ownership disclaimed)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
943,060 Shares (beneficial ownership disclaimed)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

Item 1. Security and Issuer.
-------------------

This Statement relates to the Common Stock, $.01 par value per share
("Common Stock"), of SEACOR Holdings, Inc. ("SEACOR"), a Delaware corporation
having its principal executive offices at 11200 Westheimer, Suite 850, Houston,
Texas 77042.

Item 2. Identity and Background.
-----------------------

This Statement is filed by Smit Internationale N.V. ("Smit"), Smit
International Overseas B.V. ("Overseas"), Royal Nedlloyd N.V. ("Nedlloyd") and
Vigilanter Holdings N.V. ("Vigilanter"), each a corporation organized under the
laws of The Netherlands. As set forth below, this Statement relates to the
beneficial ownership by Smit of the Common Stock. The transaction giving rise to
this Statement is described more fully in Item 3.

Overseas. As described more fully in Item 3, Overseas owns 712,000
--------
shares of Common Stock. Overseas also owns 5% Convertible Subordinated Notes
Due November 15, 2006 of SEACOR ("Convertible Notes") with an aggregate
principal amount of $15.25 million, convertible into 231,060 shares of
Common Stock at a current conversion price of $66 per share (the "$15.25
Million Convertible Notes").

Smit. As described more fully in Item 3, Smit beneficially owns the
----
712,000 shares of Common Stock and the $15.25 Million Convertible Notes
owned by its wholly owned subsidiary, Overseas.

Nedlloyd. Nedlloyd holds 40% of Smit's registered shares (with voting
--------
rights). Nedlloyd also owns 0.1% of Smit's certificate shares for which
there are no voting rights.

Vigilanter. Vigilanter holds 40% of Smit's registered shares (with
----------
voting rights).

As a result of the foregoing relationships, Overseas, Smit, Nedlloyd
and Vigilanter each may be deemed to own beneficially Common Stock. The filing
of this Statement, however, shall not be construed as an admission that Nedlloyd
or Vigilanter beneficially owns the shares of Common Stock or the $15.25 Million
Convertible Notes directly owned by Overseas or the Common Stock issuable upon
conversion of the $15.25 Million Convertible Notes. Accordingly, this Statement
describes beneficial ownership by Smit and Overseas of the Common Stock arising
from Overseas' ownership of the Common Stock and Smit's ownership of Overseas.

Notwithstanding the joint filing of this Statement, each reporting
person shall be deemed to be reporting information only as to itself.

Overseas. Overseas has its principal executive offices at Zalmstraat
--------
1, 3016 DS Rotterdam, The Netherlands. Overseas is a holding company that is
wholly owned by Smit. The names, addresses, principal occupations and
citizenships of the members of the

Page 6 of 29 Pages
<PAGE>

Executive Board and the Supervisory Board of Overseas, whose roles
correspond to those of principal executive officers and members of a board
of directors, respectively, are set forth on Schedule I.

Smit. Smit has its principal executive offices at Zalmstraat 1, 3016
----
DS Rotterdam, The Netherlands. Smit is the parent company of a group engaged
in shipping and nonconventional maritime activities in Europe, the Far East
and the Americas. The names, addresses, principal occupations and
citizenships of the members of the Executive Board and the Supervisory Board
of Smit, whose roles correspond to those of principal executive officers and
members of a board of directors, respectively, are set forth on Schedule II.

Nedlloyd. Nedlloyd has its principal executive offices at Boompjes
--------
40, 3011 XB Rotterdam, The Netherlands. Nedlloyd and its subsidiaries engage
in container logistics activities through a global network of shipping links
and transport, forwarding, inventory management and distribution services.
The names, addresses, principal occupations and citizenships of the members
of the Executive Board and the Supervisory Board of Nedlloyd, whose roles
correspond to those of principal executive officers and members of a board
of directors, respectively, are set forth on Schedule III.

Vigilanter. Vigilanter has its principal executive offices at Aert
----------
van Nesstraat 45 4 Etage, 3012 CA Rotterdam, The Netherlands. Vigilanter is
a holding company for the ownership of Smit referred to above. The names,
addresses, principal occupations and citizenships of the members of the
Executive Board and the Supervisory Board of Vigilanter, whose roles
correspond to those of principal executive officers and members of a board
of directors, respectively, are set forth on Schedule IV.

During the last five years, no reporting person nor, to the best
knowledge of such reporting person, any of the principal executive officers and
directors, as applicable, of such reporting person named herein, have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or were a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
were or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------

The beneficial ownership of the Common Stock reported herein arose on
December 19, 1996, when SEACOR and certain of its subsidiaries acquired
substantially all the offshore vessel assets and related joint venture interests
owned by Smit and certain of its subsidiaries, including Overseas and entered
into certain related transactions with Smit and certain of its subsidiaries (the
"SEACOR Transaction"). An Asset Purchase Agreement dated as of December 19,
1996, as supplemented by a letter agreement relating to delivery of securities
(as supplemented, the "Asset Purchase Agreement"), among SEACOR and
certain of its subsidiaries and Smit and certain of its

Page 7 of 29 Pages
<PAGE>

subsidiaries (the "Sellers"), provides for the payment of consideration
consisting of: (i) approximately $71.1 million in aggregate cash payments (based
on certain assumptions and before giving effect to certain adjustments), (ii)
712,000 shares of Common Stock (which shares, based on the December 18, 1996 New
York Stock Exchange closing price of the Common Stock, have a value of
approximately $45.6 million) and (iii) the $15.25 Million Convertible Notes and,
as described in the following paragraph, up to $6.75 million aggregate principal
amount of additional Convertible Notes that may be issued in the future (the
"Additional Convertible Notes"). The $15.25 Million Convertible Notes are
convertible at the option of the holder thereof at any time prior to November
15, 2006 into shares of Common Stock at a conversion price of $66 per share (or
231,060 shares of Common Stock), subject to adjustment in certain circumstances.
All the consideration was paid in connection with the closing, with the
exception of (i) 31,517 shares of Common Stock payable upon the transfer of the
Sellers' interests in a Chilean joint venture in January 1997 and (ii) $13.3
million in cash payable and the Additional Convertible Notes issuable under the
Bareboat Charter Agreements (described below). Overseas holds directly the
712,000 shares of Common Stock and the $15.25 Million Convertible Notes acquired
pursuant to the Asset Purchase Agreement.

On December 19, 1996, SEACOR and a subsidiary of Smit entered into
lease purchase agreements for two vessels as set forth in the bareboat charter
agreements (collectively, the "Bareboat Charter Agreements"). Under the
Bareboat Charter Agreements, SEACOR-Smit Offshore II B.V., a subsidiary of
SEACOR, will lease two vessels over a five-year term for aggregate cash lease
payments of approximately $13.3 million with an obligation to purchase such
vessels at the purchase prices of $5.4 million and $5.6 million, respectively,
at the end of such five-year term. The Bareboat Charter Agreements also provide
SEACOR-Smit Offshore II B.V. with the option to purchase such vessels at any
time during the five-year term at purchase prices specified therein (initially
$9.8 million and $10.3 million, respectively, and declining thereafter, in each
case subject to adjustment in certain circumstances), with $3.375 million of the
purchase price for each vessel being payable in Additional Convertible Notes,
resulting in a potential issuance of up to $6.75 million aggregate principal
amount of Additional Convertible Notes. The beneficial ownership of Common Stock
and the ownership of Convertible Notes described herein do not reflect the
potential issuance of Additional Convertible Notes as described in this
paragraph.

SEACOR and Smit signed a letter (the "Malaysian Side Letter") setting
forth their mutual intention to consummate a transaction pursuant to which
SEACOR will cause an entity in which it or a subsidiary owns an equity interest
to acquire on or before April 30, 1997 an additional four vessels that are owned
by a Malaysian joint venture in which Smit has an interest for $12.9 million in
cash (the "Malaysian Purchase"). The Malaysian Side Letter includes an
understanding that Smit will not offer to sell its interest in the Malaysian
joint venture or the vessels owned by it, or entertain offers from others, until
the Malaysian Purchase is consummated.

Pursuant to the Asset Purchase Agreement, additional consideration
may be payable to the Sellers in 1999, 50% in cash and 50% in five-year non-
convertible subordinated notes,

Page 8 of 29 Pages
<PAGE>

depending on the adjusted earnings before interest, taxes, depreciation and
amortization generated by the acquired assets during calendar years 1997 and
1998, which additional consideration will not exceed $42.6 million or, if the
Malaysian Purchase is consummated, $47.2 million.

In addition, SEACOR entered into a joint venture agreement with Smit-
Lloyd (Antillen) N.V., a subsidiary of Smit (the "Joint Venture Agreement").
Pursuant to the Joint Venture Agreement, the parties contributed their interests
in nine vessels to a newly formed company organized under the laws of the
Bahamas, with each party owning a 50% interest therein. The vessels owned by
such company will engage in offshore marine support services.

In connection with the foregoing, SEACOR and certain of its
subsidiaries entered into a license agreement dated as of December 19, 1996
with Smit (the "License Agreement"). Pursuant to the License Agreement, Smit
granted to SEACOR and certain of its subsidiaries certain rights to use the
names and logos of Smit, including the right of SEACOR to use the name "Smit" in
its corporate name. SEACOR announced in a press release dated December 19, 1996
that it intends to change its corporate name to "SEACOR-SMIT Inc.".

Certain subsidiaries of SEACOR and companies in which SEACOR has a 50%
equity interest also entered into certain arrangements with respect to the
management of the acquired vessels by Smit set forth in ship management
agreements, each dated December 19, 1996 (collectively, the "Management
Agreements"). In addition, SEACOR has entered into certain arrangements
with respect to certain salvage and maritime contracting matters set forth in an
agreement dated December 19, 1996 between SEACOR and Smit (the "Salvage and
Maritime Contracting Agreement").

The Asset Purchase Agreement provides that SEACOR will use
commercially reasonable efforts to nominate and elect to SEACOR's Board of
Directors one person designated by Smit for so long as Smit and its affiliates
collectively beneficially own at least 5% of the outstanding Common Stock.

Item 4. Purpose of Transaction.
----------------------

State the purpose or purposes of the acquisition of the securities of
---------------------------------------------------------------------
the issuer. Describe any plans or proposals which the reporting persons may
- ----------------------------------------------------------------------------
have which relate to or would result in:
- ---------------------------------------

(a) The acquisition by any person of additional securities of the
-------------------------------------------------------------
issuer, or the disposition of securities of the issuer.
- ------------------------------------------------------

As described in Item 3, the $15.25 Million Convertible Notes are
convertible into 231,060 shares of Common Stock, and the Bareboat Charter
Agreements may result in the issuance of Additional Convertible Notes.

Page 9 of 29 Pages
<PAGE>

(b) An extraordinary corporate transaction, such as a merger,
---------------------------------------------------------
reorganization or liquidation, involving the issuer or any of its subsidiaries.
- ------------------------------------------------------------------------------

None.

(c) A sale or a transfer of a material amount of assets of the issuer
-----------------------------------------------------------------
or any of its subsidiaries.
- --------------------------

None.

(d) Any change in the present board of directors or management of the
-----------------------------------------------------------------
issuer, including any plans or proposals to change the number or term of
- ------------------------------------------------------------------------
directors or to fill any existing vacancies on the board.
- --------------------------------------------------------

See the last paragraph of Item 3.

(e) Any material change in the present capitalization or dividend
-------------------------------------------------------------
policy of the issuer.
- --------------------

None.

(f) Any other material change in the issuer's business.
--------------------------------------------------

None, except for the overall effect, if any, of the SEACOR Transaction
described in Item 3.

(g) Changes in the issuer's Articles of Incorporation, By-laws or
-------------------------------------------------------------
other actions which may impede the acquisition of control of the issuer by any
- ------------------------------------------------------------------------------
person.
- ------

None, except for the overall effect, if any, of the size of the
beneficial ownership of Common Stock by Overseas and Smit.

(h) Causing a class of securities of the issuer to be delisted from a
-----------------------------------------------------------------
national securities exchange or to cease to be authorized to be quoted in an
- ----------------------------------------------------------------------------
interdealer quotation system of a registered national securities association.
- ----------------------------------------------------------------------------

None.

(i) A class of equity securities of the issuer becoming eligible for
----------------------------------------------------------------
termination of registration pursuant to Section 12(g)(4) of the Securities
- --------------------------------------------------------------------------
Exchange Act of 1934.
- --------------------

None.

(j) Any action similar to any of those enumerated above.
---------------------------------------------------

Page 10 of 29 Pages
<PAGE>

None.

Item 5. Interest in Securities of the Issuer.
------------------------------------

(a) The aggregate number of Common Stock shares and the percentage of
the outstanding Common Stock beneficially owned by Overseas and Smit are 943,060
and 6.7%, respectively. As reported herein, beneficial ownership by Smit of
Common Stock assumes conversion of the $15.25 Million Convertible Notes into
Common Stock. In the Asset Purchase Agreement, SEACOR represents that a total
of 13,126,882 shares of Common Stock were outstanding as of December 16, 1996.

(b) Overseas and Smit have the power to vote 712,000 shares of Common
Stock. Upon conversion of the $15.25 Million Convertible Notes into 231,060
additional shares of Common Stock, they would have the power to vote 943,060
shares of Common Stock.

(d) No person other than Overseas and Smit is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
of the sale of, any of the Common Stock identified in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
- ---------------------------

Upon the terms and subject to the conditions of the Investment and
Registration Rights Agreement, dated as of December 19, 1996, among SEACOR
Holdings, Inc. and Smit International Overseas B.V., SEACOR has agreed to
prepare and file as soon as practicable, pursuant to the Securities Act of 1933,
a "shelf" registration statement to permit resales by Smit and Overseas of the
following securities: (i) the Common Stock acquired in the SEACOR Transaction;
(ii) the $15.25 Million Convertible Notes; and (iii) the shares of Common Stock
issuable upon conversion of the $15.25 Million Convertible Notes.

See also Item 3.

Item 7. Material to be Filed as Exhibits.
--------------------------------

1.1. Asset Purchase Agreement dated as of December 19, 1996 among SEACOR
Holdings, Inc. and certain of its subsidiaries and Smit Internationale
N.V. and certain of its subsidiaries. (Incorporated by reference to Exhibit
2.0 to SEACOR Holdings, Inc.'s Current Report on Form 8-K, filed December
24, 1996 (Commission File No. 1-12289).)

Page 11 of 29 Pages
<PAGE>

1.2. Form of letter agreement dated December 19, 1996 relating to the delivery
of securities among SEACOR Holdings, Inc. and certain of its subsidiaries
and Smit Internationale N.V. and certain of its subsidiaries.

2. Investment and Registration Rights Agreement dated as of December 19, 1996
between SEACOR Holdings, Inc. and Smit International Overseas B.V.
(Incorporated by reference to Exhibit 4.0 to SEACOR Holdings, Inc.'s
Current Report on Form 8-K, filed December 24, 1996 (Commission File No. 1-
12289).)

3. Joint Venture Agreement dated December 19, 1996 between SEACOR Holdings,
Inc. and SMIT-Lloyd (Antillen) N.V. (Incorporated by reference to Exhibit
10.0 to SEACOR Holdings, Inc.'s Current Report on Form 8-K, filed December
24, 1996 (Commission File No. 1-12289).)

4.1. Bareboat Charter Agreement dated December 19, 1996 between SEACOR-SMIT
Offshore II B.V. and Smit-Lloyd B.V. (Incorporated by reference to Exhibit
10.1 to SEACOR Holdings, Inc.'s Current Report on Form 8-K, filed December
24, 1996 (Commission File No. 1-12289).)

4.2. Bareboat Charter Agreement dated December 19, 1996 between SEACOR-SMIT
Offshore II B.V. and Smit-Lloyd B.V. (Incorporated by reference to Exhibit
10.2 to SEACOR Holdings, Inc.'s Current Report on Form 8-K, filed December
24, 1996 (Commission File No. 1-12289).)

5. Malaysian Side Letter dated December 19, 1996 between SEACOR and Smit
(Incorporated by reference to Exhibit 10.3 to SEACOR Holdings, Inc.'s
Current Report on Form 8-K filed December 24, 1996 (Commmission File No.
1-12289).)

6. Form of Management Agreement (Incorporated by reference to Exhibit 10.4 to
SEACOR Holdings, Inc.'s Current Report on Form 8-K filed December 24, 1996
(Commission File No. 1-12289).)

7. Salvage and Maritime Contracting Agreement dated December 19, 1996 between
SEACOR Holdings, Inc. and Smit Internationale N.V. (Incorporated by
reference to Exhibit 10.5 to SEACOR Holdings, Inc.'s Current Report on Form
8-K, filed December 24, 1996 (Commission File No. 1-12289).)

8. License Agreement dated as of December 19, 1996 among SEACOR Holdings, Inc.
and certain of its subsidiaries and Smit Internationale N.V. (Incorporated
by reference to Exhibit 10.6 to SEACOR Holdings, Inc.'s Current Report on
Form 8-K, filed December 24, 1996 (Commission File No. 1-12289).)

9. Press release issued by SEACOR Holdings, Inc. on December 19, 1996.
(Incorporated by reference to Exhibit 99.0 to SEACOR Holdings, Inc.'s
Current Report on Form 8-K, filed December 24, 1996 (Commission File No. 1-
12289).)

10. Joint Filing Agreement dated as of December 19, 1996 among Smit
Internationale N.V., Smit International Overseas B.V., Royal Nedlloyd N.V.
and Vigilanter Holdings N.V.

Page 12 of 29 Pages
<PAGE>

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.

Dated: December 27, 1996

SMIT INTERNATIONAL OVERSEAS B.V.

By: /s/ M. A. Busker
----------------------------------
Name: M. A. Busker
Title: Managing Director

SMIT INTERNATIONALE N.V.

By: /s/ M. A. Busker
----------------------------------
Name: M. A. Busker
Title: Managing Director

ROYAL NEDLLOYD N.V.
For data concerning our shareholding only

By: /s/ P. V. B. Zwolsman
-----------------------------------
Name: P. V. B. Zwolsman
Title: Company Secretary

VIGILANTER HOLDINGS N.V.
For data concerning our shareholding only

By: /s/ George F. Nicolai H. J. Brand
------------------------------------------
Name: Meespierson Trust B.V.
Title: Managing Director
George F. Nicolai H. J. Brand

Page 13 of 29 Pages
<PAGE>

SCHEDULE I

SINGLE SHAREHOLDER AND EXECUTIVE DIRECTORS OF
SMIT INTERNATIONAL OVERSEAS B.V.

The name, address, occupation and citizenship of each of the single
shareholder and executive directors of Smit International Overseas B.V. are set
forth below:

Single Shareholder:
- ------------------

Smit Internationale N.V.
Zalmstraat 1
3016 DS Rotterdam
The Netherlands
Organized under the laws of the Netherlands

Executive Directors:
- -------------------

Kienhuis, Antoon Willem
Raadhuislaan 38, 3271 BT Mijnsheerenland
The Netherlands
Vice President, Smit Internationale N.V.
Dutch

Busker, Manfred Albert
Burg Lepelaarssngl 28, 2925 ES Krimpen Aan Den Ijssel
The Netherlands
President, Smit Internationale N.V.
Dutch

Page 14 of 29 Pages
<PAGE>

SCHEDULE II

EXECUTIVE DIRECTORS AND SUPERVISORY DIRECTORS OF
SMIT INTERNATIONALE N.V.

The name, address, occupation and citizenship of each of the executive
directors and supervisory directors of Smit Internationale N.V. are set forth
below:

Directors:
- ---------

Kienhuis, Antoon Willem
Raadhuislaan 38, 3271 BT Mijnsheerenland
The Netherlands
Vice President, Smit Internationale N.V.
Dutch

Busker, Manfred Albert
Burg Lepelaarssngl 28, 2925 ES Krimpen Aan Den Ijssel
The Netherlands
President, Smit Internationale N.V.
Dutch

Supervisory Directors:
- ---------------------

van Beuningen, Willem Frederik
'S-Gravenweg 710, 3065 SJ Rotterdam
The Netherlands
Director
Dutch

Rood, Max Gustaaf
Koninginneweg 156, 1075 EE Amsterdam
The Netherlands
Director
Dutch

Ing. Kraaijeveld van Hemert, Johannis
Grotekerksbuurt 36, 3311 CB Dordrecht
The Netherlands
Director
Dutch

van Engelshoven, Jean Marie Hubert
Julianaweg 4, 2243 HT Wassenaar
The Netherlands
Director
Dutch

Meijer, Hendrix Hadeweijn
Emiliahof 35, 3062 HT Rotterdam
The Netherlands
Director
Dutch

Mulock Houwer, Willem Antonie

Page 15 of 29 Pages
<PAGE>

Curacaolaan 20, 1213 VK Hilversum
The Netherlands
Director
Dutch

Page 16 of 29 Pages
<PAGE>

SCHEDULE III

EXECUTIVE DIRECTORS AND SUPERVISORY DIRECTORS OF
ROYAL NEDLLOYD N.V.

The name, address, occupation and citizenship of each of the executive
directors and supervisory directors of Royal Nedlloyd N.V. are set forth below:

Executive Directors:
- -------------------

Mr. Helb, Hans Jochem
Acacialaan 3, 2243 BW Wassenaar
The Netherlands
Deputy Chairman, Royal Nedlloyd N.V.
Dutch

Drs. Meijer Ra, Hendrik Hadeweijn
Emiliahof 35, 3062 HT Rotterdam
The Netherlands
Director
Dutch

Berndsen, Leonardus Johannes Maria
Burgemeester De Manlaan 5, 4837 BN Breda
The Netherlands
Chairman, Royal Nedlloyd N.V.
Dutch

Bijvoets, Victor Laurentius
Bremhorstlaan 16, 2244,ES
The Netherlands
Director
Dutch

Supervisory Directors:
- ---------------------

Dipl, Ing, Pohl, Hans-Georg
5 Federal Republic of Germany
auf den Schwarzen Bergen 37, 2107 Rosengarten 5
Federal Republic of Germany
German

Drs. Kroes, Neelie
van Bronckhorstlaan 20, 2242 PZ Wassenaar
The Netherlands
Director
Dutch

Ir van Royen, Olivier Henri Aurel
Breitnerweg 2, 2102 AH Heemstede
The Netherlands
Chairman
Dutch

Land, Andrew Henry
van Beeverlaan 3, 1251 ES Laren NH
The Netherlands
Director
Canadian

Mr. Hazelhoff, Robertus

Page 17 of 29 Pages
<PAGE>

Nieuwe Bussummerweg 208, 1272 CN Huizen
Dutch

Swalef, Gijsbert Johannes
Ree 52, 2811HG Reeuwijk
The Netherlands
Director
Dutch

Page 18 of 29 Pages
<PAGE>

SCHEDULE IV

EXECUTIVE DIRECTOR AND SUPERVISORY DIRECTORS OF
VIGILANTER HOLDINGS N.V.

The name, address, occupation and citizenship of each of the executive
directors and supervisory directors of Vigilanter Holdings N.V. are set forth
below:

Executive Director:
- -----------------

Meespierson Trust B.V.
Herengracht 548, 1017 CG Amsterdam
The Netherlands
Director
Organized under the laws of the Netherlands

Supervisory Directors:
- ---------------------

Mr. van Beuningen, Willem Frederik
'S-Gravenweg 710, 3065 SJ Rotterdam
The Netherlands
Director
Dutch

Ing. Kraaijeveld van Hemert, Johannis
Grotekerksbuurt 36, 3311 CB Dordrecht
The Netherlands
Chairman, Vigilanter Holdings N.V.
Dutch

van Zuylen-van Beuningen, June
Mecklenburglaan 15, 3061 BB Rotterdam
The Netherlands
Director
Dutch

van Den Bergh, Gerardus Adelbertus
Reigerlaan 67, 1645 TB Ursem
The Netherlands
Director
Dutch

Page 19 of 29 Pages
<PAGE>

EXHIBIT INDEX

Exhibit No. Description Page No.
---------- ----------- -------

6. Form of Management Agreement (Incorporated by reference to Exhibit 10.4 to
SEACOR Holdings, Inc.'s Current Report on Form 8-K filed December 24, 1996
(Commission File No. 1-12289).)

7. Salvage and Maritime Contracting Agreement dated December 19, 1996 between
SEACOR Holdings, Inc. and Smit Internationale N.V. (Incorporated by
reference to Exhibit 10.5 to SEACOR Holdings,

Page 20 of 29 Pages
<PAGE>

Inc.'s Current Report on Form 8-K, filed December 24, 1996 (Commission File
No. 1-12289).)

10. Joint Filing Agreement dated as of December 19, 1996 among Smit
Internationale N.V., Smit International Overseas B.V., Royal Nedlloyd N.V.
and Vigilanter Holdings N.V.

Page 21 of 29 Pages

<PAGE>

EXHIBIT 1.2.

SEACOR Holdings, Inc.
1370 Avenue of the Americas
25th Floor
New York, New York 10019

December 19, 1996

The Sellers (as herein defined)
c/o SMIT Internationale N.V.
Zalmstraat 1
3016 DS Rotterdam
The Netherlands

Re: Delivery of Securities
----------------------

Dear Sirs:

Reference is hereby made to the Asset Purchase Agreement dated as of
December 19, 1996 (the "Purchase Agreement"), among SEACOR Holdings, Inc.
("SEACOR"), the subsidiaries of SEACOR listed on Exhibit A thereto (together
with SEACOR, the "Purchasers"), SMIT Internationale N.V., a corporation
organized under the laws of The Netherlands ("SMIT"), and the subsidiaries of
SMIT listed on Exhibit B thereto (together with SMIT, the "Sellers").
Capitalized terms used herein and not defined shall have the meanings ascribed
to such terms in the Purchase Agreement.

Sections 2.1 (e)(ii) and 2.1(e) (iii) of the Purchase Agreement provide
that SEACOR shall deliver at the Closing, at the direction and for the benefit
of the Sellers entitled to receive such consideration, (i) subject to Section
6.3(c) of the Purchase Agreement (which provides for the issuance of 31,517
shares of SEACOR Common Stock at the Chilean Closing), a certificate
representing 712,000 shares of SEACOR Common Stock (i.e., 680,483 shares after
---
deduction of such 31,517 shares) issued in the name of SMIT International
Overseas B.V. ("SMIT Overseas") and (ii) a 5-3/8% Convertible Subordinated Note
due November 15, 2006 of SEACOR (a "Note") in the principal amount of U.S.

Page 22 of 29 Pages
<PAGE>

The Sellers
December 19, 1996
Page 2

$15,250,000 issued pursuant to the Indenture in the name of SMIT Overseas.

Notwithstanding the above referenced provisions of the Purchase
Agreement, the Sellers and SEACOR hereby agree that SEACOR shall deliver (a) at
the Closing (i) a certificate representing 665,000 shares of SEACOR Common Stock
issued as described above and (ii) a Note in the principal amount of U.S.
$11,500,000 issued as described above and (b) on or before December 27, 1996 to
SMIT in Rotterdam, (i) a certificate representing 15,483 shares of SEACOR Common
Stock (representing the difference between the 665,000 shares mentioned above
and the 680,483 shares mentioned above) issued to SMIT Overseas as described
above and (ii) a Note in the principal amount of U.S. $3,750,000 issued to SMIT
Overseas as described above and accruing interest from December 19, 1996.

References in the Purchase Agreement to the SEACOR Common Stock and the
SEACOR Convertible Note shall be deemed to refer to the securities referred to
in clause (a) of the immediately preceding paragraph until the time (the
"Adjustment Time") the actions referred to in clause (b) of the immediately
preceding paragraph shall have been taken and shall be deemed to refer
additionally to the securities referred to in clause (b) of the immediately
preceding paragraph from and after the Adjustment Time.

This letter shall be deemed to be an amendment to the Purchase Agreement
and for purposes of Article 7 of the Purchase Agreement shall be deemed to be a
"Related Document".

This letter has been executed and delivered in Rotterdam, The
Netherlands.

Page 23 of 29 Pages
<PAGE>

The Sellers
December 19, 1996
Page 3

Please sign this letter in the space provided below to confirm the
mutual agreements set for herein and return a signed copy to the undersigned.

Very truly yours,

SEACOR HOLDINGS, INC.
SEACOR-SMIT OFFSHORE B.V. I.
SEACOR-SMIT (AQUITAINE) LTD.
SEACOR-SMIT OVERSEAS B.V.
SMIT INTERNATIONALE N.V.

By:
-----------------------------
Name: John Gellert
Title: Attorney-in-Fact

Acknowledged and Agreed:

SMIT INTERNATIONALE N.V.