SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SEACOR Holdings, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
11200 Westheimer, Suite 850
Houston, Texas 77042
March 24, 1997
Dear Stockholder:
You are cordially invited to attend the 1997 Annual Meeting of
Stockholders of SEACOR Holdings, Inc. (the "Meeting"), which will be held at the
offices of Credit Suisse First Boston, 11 Madison Avenue, Floor 2B, New York,
New York 10010 on Thursday, April 17, 1997 at 10:00 a.m., local time. All
holders of record of the Company's outstanding common stock at the close of
business on March 3, 1997 will be entitled to vote at the Meeting.
Directors, officers and other representatives of the Company will be
present at the Meeting and they will be pleased to answer any questions you may
have.
Whether or not you expect to attend the Meeting and regardless of the
number of shares of Common Stock you own, you are encouraged to read the
enclosed Proxy Statement and Annual Report carefully, and to complete, sign,
date and return the enclosed proxy in the postage-paid, self-addressed envelope
provided for such purpose so that your shares will be represented at the
Meeting. The prompt return of proxy cards will ensure the presence of a quorum.
We hope that you will be able to attend and look forward to seeing you
at the Meeting.
Sincerely,
/s/ Charles Fabrikant
Charles Fabrikant
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
11200 Westheimer, Suite 850
Houston, Texas 77042
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 17, 1997
----------------
March 24, 1997
To Our Stockholders:
The Annual Meeting of Stockholders of SEACOR Holdings, Inc. (the
"Company"), will be held on Thursday, April 17, 1997, at 10:00 a.m., local time,
at the offices of Credit Suisse First Boston, 11 Madison Avenue, Floor 2B, New
York, New York 10010 (the "Meeting"), for the following purposes:
1. To elect seven directors to serve until the 1998 Annual Meeting of
Stockholders. Please see page 6.
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending December 31, 1997.
Please see page 18.
3. To amend the Company's Restated Certificate of Incorporation to
increase the authorized capital stock of the Company from
20,000,000 shares of common stock, par value $.01 per share (the
"Common Stock"), to 40,000,000 shares of Common Stock. Please see
page 19.
4. To amend the Company's Restated Certificate of Incorporation to
change the corporate name of the Company to "SEACOR SMIT Inc."
Please see page 20.
5. To transact such other business as may properly come before the
Meeting and any adjournments thereof.
Only holders of record of Common Stock at the close of business on March
3, 1997 will be entitled to notice of and to vote at the Meeting. YOUR VOTE IS
VERY IMPORTANT! Please complete, sign, date and return the enclosed proxy,
whether or not you expect to attend the Meeting, so that your shares may be
represented at the Meeting if you are unable to attend and vote in person. If
you attend the Meeting, you may revoke your proxy and vote your shares in
person.
For the Board of Directors
/s/ Randall Blank
Randall Blank
Executive Vice President,
Chief Financial Officer and Secretary
<PAGE>
SEACOR HOLDINGS, INC.
11200 WESTHEIMER, SUITE 850
HOUSTON, TEXAS 77042
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
APRIL 17, 1997
SOLICITATION OF PROXIES, VOTING, AND REVOCATION
GENERAL
This Proxy Statement and the enclosed proxy are being furnished to
holders of record of the common stock, par value $.01 per share (the "Common
Stock"), of SEACOR Holdings, Inc., a Delaware corporation (the "Company"), in
connection with the solicitation of proxies by the Board of Directors of the
Company (the "Board") for use at the Annual Meeting of Stockholders to be held
on Thursday, April 17, 1997 (the "Meeting"), and at any adjournments thereof.
This Proxy Statement and the enclosed proxy are first being mailed to
stockholders on March 24, 1997.
VOTING
The Board of Directors has fixed the close of business on March 3, 1997
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Meeting. Each such stockholder will be
entitled to one vote for each share of Common Stock held as of the Record Date
on all matters properly to come before the Meeting, and may vote in person or by
proxy authorized in writing. As of the Record Date, there were 13,986,610 shares
of Common Stock issued, of which 13,929,842 were outstanding. The Company has no
other voting securities issued or outstanding.
A list of the Company's stockholders as of the Record Date for the
Meeting will be available for examination by any stockholder, for purposes
germane to the Meeting, during ordinary business hours, for 10 days prior to the
date of the Meeting at 1370 Avenue of the Americas, 25th Floor, New York, New
York 10019.
Stockholders are requested to complete, date, sign and promptly return
the accompanying proxy in the enclosed postage-paid, self-addressed envelope
provided for such purpose. Common Stock represented by properly executed proxies
which are received by the Company and not subsequently revoked will be voted at
the Meeting in accordance with the instructions contained therein. A majority of
the Common Stock present in person or represented by proxy will constitute a
quorum for the transaction of business at the Meeting. Abstentions and broker
non-votes will be
<PAGE>
counted as votes "Against" a proposal, but will count towards the determination
of a quorum at the Meeting. If instructions are not given, proxies will be voted
FOR the election as a director of each of management's nominees named under
Proposal No. 1 in this Proxy Statement, FOR ratification of the appointment of
Arthur Andersen LLP as the Company's independent auditors for the fiscal year
ending December 31, 1997 named under Proposal No. 2 in this Proxy Statement, FOR
the amendment of the Company's Restated Certificate of Incorporation to increase
the Company's authorized capital stock from 20,000,000 shares of Common Stock to
40,000,000 shares of Common Stock under Proposal No. 3 in this Proxy Statement,
and FOR the amendment of the Company's Restated Certificate of Incorporation to
change the corporate name of the Company to SEACOR SMIT Inc. under Proposal No.
4 in this Proxy Statement. As to any matters which properly may come before the
Meeting other than those specified herein, the proxy holders will be entitled to
exercise discretionary authority.
As a matter of policy, proxies, ballots and voting tabulations that
identify individual stockholders are kept confidential by the Company. Such
documents are made available only by the inspectors of election and certain
personnel associated with processing proxies and tabulating votes at the
Meeting. The votes of individual stockholders will not be disclosed except as
may be required by applicable law.
REVOCATION OF PROXIES
A stockholder who so desires may revoke his or its proxy at any time
before it is exercised by (i) providing written notice to such effect to the
Secretary of the Company, (ii) duly executing a proxy bearing a date subsequent
to that of a previously furnished proxy, or (iii) attending the Meeting and
voting in person. Attendance at the Meeting will not in itself constitute a
revocation of a previously furnished proxy and stockholders who attend the
Meeting in person need not revoke their proxy (if previously furnished) and vote
in person.
SOLICITATION EXPENSES
The Company will bear the costs of solicitation of proxies for the
Meeting. In addition to solicitation by mail, directors, officers and regular
employees of the Company may solicit proxies from stockholders by telephone,
telegram, personal interview or other means. The Company will not incur any
costs beyond those customarily expended for a solicitation of proxies for the
election of directors in the absence of a contest, and said directors, officers
and employees will not receive additional compensation for their solicitation
activities, but may be reimbursed for reasonable out-of-pocket expenses incurred
by them in connection therewith. Brokers, dealers, commercial banks, trust
companies, fiduciaries, custodians and other nominees (collectively, "Nominees")
have been requested to forward proxy solicitation materials to their customers,
and such Nominees will be reimbursed for their reasonable out-of-pocket
expenses. The Company has engaged Morrow & Co., Inc. to solicit proxies and
Proxy Services, Inc. to distribute proxy materials to various Nominees who are
holders of record of the Common Stock.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial
ownership of the Common Stock by: (i) all persons (including any "group" as that
term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) who were known by the Company to be the beneficial
owners of more than 5% of the outstanding Common Stock, (ii) each director and
nominee for director of the Company, (iii) each executive officer of the Company
named in the Summary Compensation Table set forth below under "Executive
Compensation," and (iv) all directors and executive officers of the Company as a
group (15 persons). Except where otherwise indicated in the footnotes to the
table, all beneficial ownership information set forth below is as of the Record
Date.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP(2) PERCENTAGE OF CLASS
- --------------------------------------------- ------------------------ ------------------------
<S> <C> <C>
Charles Fabrikant (3)..................... 555,333 4.0%
Randall Blank (4)......................... 81,477 *
Milton Rose (5)........................... 32,440 *
Mark Miller (6)........................... 21,826 *
Timothy J. McKeand (7).................... 16,410 *
Anthony R. Jones (8)...................... 10,407 *
Keith Gregory (9)......................... 3,355 *
Lenny P. Dantin (10)...................... 12,843 *
Granville E. Conway (11).................. 109,029 *
Michael E. Gellert (12)................... 208,446 1.5%
Robert J. Pierot (13)..................... ** **
Stephen Stamas............................ 1,000 *
Richard M. Fairbanks III.................. ** **
Pierre de Demandolx....................... ** **
Antoon Kienhuis (14) ** **
Nicholas Applegate Capital Management (15)
600 West Broadway, 29th Floor
San Diego, CA 92101....................... 1,177,348 8.4%
Smit International Overseas B.V. (16)
Zalmstraat 1
3016 DS Rotterdam
The Netherlands........................... 943,060 6.7%
3
<PAGE>
AMOUNT AND NATURE OF
BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP(2) PERCENTAGE OF CLASS
- --------------------------------------------- ------------------------ ------------------------
<S> <C> <C>
All directors and executive
officers as a group (15 Persons).......... 1,052,566 7.6%
<FN>
* Less than 1.0%.
** Does not own any shares.
(1) Unless otherwise indicated, the address of each of the persons whose name
appears in the table above is: c/o SEACOR Holdings, Inc., 11200
Westheimer, Suite 850, Houston, Texas 77042.
(2) The information contained in the table above reflects "beneficial
ownership" of the Common Stock within the meaning of Rule 13d-3 under the
Exchange Act. Unless otherwise indicated, all shares of Common Stock are
held directly with sole voting and dispositive power. Beneficial
ownership information reflected in the table above includes shares
issuable upon the exercise of outstanding stock options or upon
conversion of the Company's 5 3/8% Convertible Subordinated Notes due
November 15, 2006 (the "5 3/8% Notes").
(3) Share ownership information with respect to Mr. Fabrikant was derived
from Amendment No. 2 to Mr. Fabrikant's Schedule 13G filed with the
Commission on February 12, 1997. Includes 397,171 shares of Common Stock
which Mr. Fabrikant may be deemed to own through his interest in, and
control of, (i) Fabrikant International Corporation ("FIC"), the record
owner of 214,464 shares of Common Stock, (ii) Fabrikant International
Profit Sharing Trust (the "Trust"), the record owner of 13,120 shares of
Common Stock, and (iii) SCF Corporation ("SCF"), the record owner of
169,587 shares of Common Stock. Mr. Fabrikant is the President of FIC, a
beneficiary of the Trust, and is the Chairman, Chief Executive Officer
and a 38% stockholder of SCF. Also includes 68,611, 40,000 and 85,000
shares of Common Stock issuable upon the exercise of options granted to
Mr. Fabrikant on January 5, 1993, February 8, 1994 and March 14, 1995,
respectively, and 7,667, 2,000 and 1,600 shares of Common Stock received
by Mr. Fabrikant as a restricted stock award granted to Mr. Fabrikant on
March 14, 1995, May 7, 1996 and January 24, 1997, respectively. Such
options may be exercised in full or in part at any time prior to January
5, 2003, February 8, 2004 and March 14, 2005, respectively, and the
restricted stock vests in three equal and consecutive installments,
commencing on the first anniversary date of the award.
(4) Does not include 169,587 shares of Common Stock owned by SCF, of which
Mr. Blank serves as President and Chief Operating Officer. Mr. Blank
disclaims beneficial ownership of such shares. Includes 55,000, 2,500 and
14,500 shares of Common Stock issuable upon the exercise of options
granted to Mr. Blank on January 5, 1993, February 8, 1994 and March 14,
1995, respectively, and 2,000 and 500 shares of Common Stock received by
Mr. Blank as a restricted stock award granted to Mr. Blank on May 7, 1996
and January 24, 1997, respectively. Such options may be exercised in full
or in part at any time prior to January 5, 2003, February 8, 2004 and
March 14, 2005, respectively, and the restricted stock vests in three
equal and consecutive installments, commencing on the first anniversary
date of the award.
(5) Includes 30,000 shares of Common Stock issuable upon the exercise of
options granted to Mr. Rose on January 5, 1993 and 1,200 and 240 shares
of Common Stock received by Mr. Rose as a restricted stock award granted
to Mr. Rose on May 7, 1996 and January 24, 1997, respectively. Such
options may be exercised in full or in part at any time prior to January
5, 2003, and the restricted stock vests in three equal and consecutive
installments, commencing on the first anniversary date of the award.
(6) Does not include 160,374 shares of Common Stock owned by Miller Family
Holdings, Inc., of which Mr. Miller owns an 8.2% interest. Mr. Miller
disclaims beneficial ownership of such shares. Includes 600 and 300
shares of Common Stock received by Mr. Miller as a restricted stock award
granted to Mr. Miller on May 7, 1996 and January 24, 1997, respectively.
The restricted stock vests in three equal installments, commencing on the
first anniversary of the award.
(7) Includes 5,000 shares of Common Stock issuable upon the exercise of
options granted to Mr. McKeand on January 5, 1993 and 1,000 and 300
shares of Common Stock received by Mr. McKeand as a restricted stock
award granted to Mr. McKeand on May 7, 1996 and January 24, 1997,
respectively. Such options may be exercised in full or in part at any
time prior to January 5, 2003, and the restricted stock vests in three
equal and consecutive installments, commencing on the first anniversary
date of the award.
(8) Includes 8,400 shares of Common Stock issuable upon the exercise of
options granted to Mr. Jones on January 5, 1993 and 500 and 150 shares of
Common Stock received by Mr. Jones as a restricted stock award granted to
Mr. Jones on May 7, 1996 and January 24, 1997, respectively. Such options
may be exercised in full or in part at any time prior to January 5, 2003,
and the restricted stock vests in three equal and consecutive
installments, commencing on the first anniversary date of the award.
4
<PAGE>
(9) Includes 500 and 150 shares of Common Stock received by Mr. Gregory as a
restricted stock award granted to Mr. Gregory on May 7, 1996 and January
24, 1997, respectively. The restricted stock vests in three equal and
consecutive installments, commencing on the first anniversary date of the
award.
(10) Includes 7,500 shares of Common Stock issuable upon the exercise of
options granted to Mr. Dantin on January 5, 1993 and 1,000 and 300 shares
of Common Stock received by Mr. Dantin as a restricted stock award
granted to Mr. Dantin on May 7, 1996 and January 24, 1997, respectively.
Such options may be exercised in full or in part at any time prior to
January 5, 2003, and the restricted stock vests in three equal and
consecutive installments, commencing on the first anniversary date of the
award.
(11) Does not include (i) an aggregate of 37,531 shares of Common Stock owned
by Mr. Conway's two sons, G. Todd Conway and Bradley L. Conway (neither
of whom are minors or reside with Mr. Conway), (ii) an aggregate of 6,000
shares of Common Stock owned by Mr. Conway's children, grandchildren and
other relatives (none of whom reside with Mr. Conway), and (iii) 169,587
shares of Common Stock owned by SCF in which Mr. Conway owns an
approximate 5.5% equity interest, as to which Mr. Conway, in each case,
disclaims beneficial ownership.
(12) Includes 208,446 shares of Common Stock owned by Windcrest Partners,
L.P., of which Mr. Gellert is one of two general partners. Does not
include, and Mr. Gellert disclaims beneficial ownership of, 169,587
shares of Common Stock owned by SCF, of which Mr. Gellert is a Director
and in which Windcrest Partners, L.P. owns an approximate 14% equity
interest.
(13) Does not include, and Mr. Pierot disclaims beneficial ownership of,
308,849 shares of Common Stock which Mr. Pierot may be deemed to own
through his position as Assistant Secretary of Pierot Enterprises, Inc.,
a closely-held private corporation controlled by four of Mr. Pierot's
children (none of whom are minors or reside with Mr. Pierot) and one of
his grandchildren.
(14) Does not include 712,000 shares of Common Stock and 231,060 shares of
Common Stock issuable upon the conversion of the Company's 5 3/8% Notes
owned by Smit Overseas, of which Mr. Kienhuis serves as Managing
Director.
(15) Share ownership information with respect to Nicholas Applegate Capital
Management ("NACM") was derived from NACM's Statement of Beneficial
Ownership on Schedule 13G filed with the Commission on February 3, 1997.
NACM has full voting power with respect to 1,047,735 shares of Common
Stock and sole dispositive power with respect to 1,177,348 shares of
Common Stock.
(16) Share ownership information with respect to Smit International Overseas
B.V. ("Smit Overseas") was derived from Smit Overseas' Statement of
Beneficial Ownership on Schedule 13D filed with the Commission on
December 27, 1996 and includes 231,060 shares of Common Stock issuable
upon conversion of the Company's 5 3/8% Notes. Smit Overseas shares
voting and dispositive power with respect to the Common Stock with Smit
Internationale N.V., Royal Nedlloyd N.V., and Meespierson Trust B.V.
</FN>
</TABLE>
OWNERSHIP OF COMMON STOCK BY MANAGEMENT
As of the Record Date, the Company's directors and executive officers as
a group beneficially owned 7.6% of the outstanding Common Stock.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that each director and
executive officer of the Company and each person owning more than 10% of the
Common Stock report his or its initial ownership of the Common Stock and any
subsequent changes in that ownership to the Securities and Exchange Commission
(the "Commission"). The Company is required to disclose in this Proxy Statement
any late filings of such reports with respect to the most recent fiscal year.
Mr. Conway failed to file a timely Report on Form 4 to reflect his
disposition of 16,300 shares of Common Stock but subsequently filed a Report on
Form 5 reflecting such event. Mr. Gregory also failed to file a timely Report on
Form 4 to reflect his disposition of 5,000 shares of Common Stock but
subsequently filed a Report on Form 5 reflecting such event.
5
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Pursuant to applicable Delaware law (the jurisdiction of incorporation
of the Company) and the Company's Restated Certificate of Incorporation (the
"Certificate of Incorporation"), the business and affairs of the Company are
managed by or under the direction of the Board. Generally, the Board oversees
the management of the Company's business operations and determines the corporate
policies and appoints the chief executive officer, chief financial officer and
other executive officers of the Company.
Pursuant to the Company's Amended and Restated By-laws currently in
effect (the "By-laws"), the number of directors constituting the Board shall be
no less than five or more than 11, as may be fixed from time to time by
resolution of the entire Board. The size of the Board is presently fixed at
seven members. Moreover, the By-laws provide that directors of the Company are
elected annually to serve until the next annual meeting of stockholders or until
their earlier resignation or removal. Accordingly, at the Meeting, seven
directors are to be elected to serve until the next annual meeting of
stockholders or until their respective successors are duly elected and
qualified. Unless otherwise specified, proxies will be voted FOR the election of
each of the management nominees named below. The Board does not expect that any
of the nominees will be unable to serve as a director. However, if for any
reason one or more of the nominees is unable to serve, proxies will be voted for
such substitute nominees as the Board may recommend unless otherwise specified
in the proxy.
Set forth below is certain biographical information with respect to each
nominee for director:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- -------------------------- -------- ----------------------------------------- -----------------
<S> <C> <C> <C>
Charles Fabrikant 52 Chairman of the Board, President and December 1989
Chief Executive Officer of the Company
Granville E. Conway 69 President and Chief Executive Officer of December 1989
(1),(2) Cosmopolitan Shipping Co. Inc.
Michael E. Gellert (2) 65 General Partner of Windcrest December 1989
Partners, L.P.
Stephen Stamas (1) 65 Chairman of the Greenwall Foundation December 1992
Richard M. Fairbanks III 56 Managing Director, Center for April 1993
(1) Strategic and International Studies
Pierre de Demandolx 56 Director, Compagnie Nationale de April 1994
Navigation and Chairman of Heli-Union
Antoon Kienhuis 54 Vice President and Chief Financial proposed
Officer, Smit Internationale NV
<FN>
(1) Member of the Audit Committee.
(2) Member of the Stock Option and Executive Compensation Committee.
</FN>
</TABLE>
Charles Fabrikant has been Chairman of the Board and Chief Executive
Officer of SEACOR since December 1989, and has served as a director of SEACOR's
subsidiaries since December 1989. He has been President of SEACOR since October
1992. For more than the past five years, Mr. Fabrikant has been the Chairman of
the Board and Chief Executive Officer of SCF
6
<PAGE>
Corporation ("SCF") and President of Fabrikant International Corporation
("FIC"), each a privately owned corporation engaged in marine operations and
investments. Since January 1992, Mr. Fabrikant has been Chairman of the Board
and Chief Executive Officer of National Response Corporation ("NRC"), which,
since March 1995, has been a wholly owned subsidiary of the Company. Since
January 1996, Mr. Fabrikant has been a director of Feronia International
Shipping SA ("FISH"), a French company in which SEACOR owns a 50% interest. Each
of SCF and FIC may be deemed to be an affiliate of the Company. Mr. Fabrikant is
a licensed attorney admitted to practice in the State of New York and in the
District of Columbia.
Granville E. Conway is President and Chief Executive Officer of
Cosmopolitan Shipping Co. Inc. ("Cosmopolitan"). Mr. Conway has been employed by
Cosmopolitan since March 1950 and is a graduate of the U.S. Merchant Marine
Academy. Mr. Conway was President of the Company from December 1989 to October
1992. Since January 1992, Mr. Conway has been a director of NRC. Mr. Conway has
been a director of SEACOR since December 1989.
Michael E. Gellert is one of two general partners of Windcrest Partners,
L.P., a New York limited partnership. Mr. Gellert has been a director of SCF
since 1984 and is currently a director of the following public corporations:
Premier Parks Inc. (Committees: Audit), Devon Energy Corp. (Committees:
Compensation), Humana Inc. (Committees: Audit, Compensation, Investment,
Executive), and Regal Cinemas, Inc. (Committees: Compensation). and serves as a
member of the Putnam Trust Company Advisory Board to the Bank of New York. Since
January 1992, Mr. Gellert has been a director of NRC. Mr. Gellert has been a
director of SEACOR since December 1989.
Stephen Stamas is Chairman of the Greenwall Foundation and of the
American Assembly at Columbia University and Vice Chairman of the Rockefeller
University. He is a former Chairman of the New York Philharmonic. He is also a
director of BNY Hamilton Funds, Inc. Mr. Stamas has been a director of SEACOR
since December 1992.
Richard M. Fairbanks III is currently Managing Director for Domestic and
International Issues at the Center for Strategic and International Studies in
Washington, D.C. From February 1992 until March 1994, he was Senior Counsel in
the Washington, D.C. office of Paul, Hastings, Janofsky & Walker (a law
partnership). From September 1985 to February 1992, he was Managing Partner of
that office. Mr. Fairbanks is also a director and a member of the audit,
nominating and finance committees of Hercules Incorporated. Since September
1996, Mr. Fairbanks has served as a director and a member of the audit,
retirements and funds review committees of GATX Corporation. He formerly served
as an Ambassador-at-Large for the United States and was International Chairman
of the Pacific Economic Cooperation Council. Mr. Fairbanks is admitted to
practice law in the District of Columbia and before the United States Supreme
Court. Mr. Fairbanks has been a director of SEACOR since April 1993.
Pierre de Demandolx is a Director of CNN, a Paris based public company
majority owned by Worms & Cie, and was the Chief Executive Officer of CNN from
September 1990 to June 1996. Since July 1996, Mr. Demandolx has been the
Chairman of the Board of Heli-Union, a Paris based helicopter transportation
company. From 1986 to January 1996, Mr. Demandolx was Chairman of FISH and is
currently a Director of FISH. Mr. Demandolx has been a director of SEACOR since
April 1994.
Antoon W. Kienhuis is currently Vice President and Chief Financial
Officer of Smit Internationale N.V., a Netherlands corporation whose principal
business is maritime contracting,
7
<PAGE>
salvage and harbor operations ("Smit"), and the Managing Director of Smit
Overseas. Mr. Kienhuis has held several positions with Smit since 1973.
VOTE REQUIRED
Directors will be elected by a plurality of the shares of Common Stock
represented in person or by proxy at the Meeting. If you do not wish your shares
to be voted for any particular nominees, please identify those nominees for whom
you "withhold authority" to vote in the appropriate space provided on the
enclosed proxy.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF
THE DIRECTOR-NOMINEES NAMED ABOVE.
INFORMATION RELATING TO THE BOARD OF DIRECTORS AND
COMMITTEES THEREOF
MEETINGS
During the year ended December 31, 1996, the Board held eleven meetings.
All of the Company's directors attended at least 75% of the meetings of the
Board and all committees of the Board of which they are members.
COMMITTEES OF THE BOARD
AUDIT COMMITTEE
The functions of the Audit Committee are to recommend to the full Board the firm
to be appointed each year as independent auditors of the Company's financial
statements, to perform services related to the completion of such audit, and to
review transactions with affiliates. The Audit Committee also has the
responsibility to (i) review the scope and results of the audit with the
independent auditors, (ii) review with management and the independent auditors
the Company's interim and year-end financial condition and results of
operations, (iii) consider the adequacy of the internal accounting, bookkeeping
and other control procedures of the Company, and (iv) review any non-audit
services and special engagements to be performed by the independent auditors and
consider the effect of such performance on the auditors' independence. The Audit
Committee is also responsible for reviewing at least once each year the terms of
all material proposals, transactions and arrangements between the Company and
its directors, officers, subsidiaries and affiliates. Messrs. Conway, Fairbanks,
Pierot and Stamas, none of whom is an officer or other employee of the Company,
currently serve as members of the Audit Committee. The Audit Committee held two
meetings during 1996.
STOCK OPTION AND EXECUTIVE COMPENSATION COMMITTEE
The Stock Option and Executive Compensation Committee is responsible,
subject to the general terms and provisions of the SEACOR Holdings, Inc. 1992
Non-Qualified Stock Option Plan (the "1992 Stock Option Plan") and the SEACOR
Holdings, Inc. 1996 Share Incentive Plan (the "1996 Share Incentive Plan"), for
the administration and award of restricted stock, stock appreciation rights,
stock units, incentive stock options, performance awards and non-qualified stock
options under such plans. In addition, in January 1993, the Board delegated to
the committee responsibility
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for all matters relating to the determination and award of executive
compensation. Messrs. Gellert and Conway, each of whom is a "Non-Employee
Director" within the meaning of Rule 16b-3(b) under the Exchange Act with
respect to the 1992 Stock Option Plan and the 1996 Share Incentive Plan, serve
as members of the Stock Option and Executive Compensation Committee. The Stock
Option and Executive Compensation Committee held four meetings during 1996.
COMPENSATION OF DIRECTORS
Directors of the Company who are officers receive no remuneration by
reason of such directorship and are not compensated for attending meetings of
the Board or standing committees thereof. Directors who are not officers of the
Company receive no annual retainer and, except for $1,500 that they are paid for
every meeting that they attend, no other form of remuneration is paid by the
Company by reason of their directorship.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain compensation information for the
Company's Chief Executive Officer and each of the four most highly compensated
executive officers of the Company (collectively, the "Named Executive Officers")
whose aggregate salary and bonus exceeded $100,000 for the fiscal year ended
December 31, 1996.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation
------------------------------------------------------------------------
# of All
Other Annual Restricted Securities Other
Compensation Stock Underlying Compensation
Position (s) Year Salary ($) Bonus ($) ($) (1) Awards($) Options ($)(2)
- ------------ ---- ---------- --------- ---------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles Fabrikant, (3) 1996 300,000 500,000 - 97,400 - 4,000
Chairman of the Board, 1995 300,000 100,000 - 79,500 85,000 60,900
President, 1994 300,000 125,000 - 216,000 40,000 1,333
and Chief Executive Officer
Randall Blank, 1996 235,000 190,000 - 30,438 - 3,818
Chief Financial Officer, 1995 195,000 20,000 - 79,500 14,500 3,900
Executive Vice President and 1994 190,000 70,000 - - 2,500 1,267
Secretary
Mark Miller, (4) 1996 256,430 40,000 - 18,263 - 4,500
Vice President 1995 228,482 31,500 - 23,850 - 4,500
1994 148,135 66,400 - - 15,555 4,500
Milton Rose, 1996 174,030 85,000 - 14,610 - 3,481
Vice President 1995 174,030 - - 47,700 - 3,481
1994 169,455 - - - - 1,695
Timothy McKeand, 1996 109,799 55,000 - 18,263 - 2,996
Vice President 1995 95,529 40,000 - 39,750 - 2,211
1994 92,746 15,000 36,904(5) - - 773
<FN>
- -----------------------
(1) Only includes the value of perquisites and other personal benefits
received by the Named Executive Officers which exceeded in the
aggregate, for any Named Executive Officer, $50,000 or 10% of such
individual's combined salary and bonus reported herein.
(2) "All Other Compensation" includes contributions made by the Company to
match pre-tax elective deferral contributions (included under Salary)
made by Messrs. Fabrikant, Blank, Rose and McKeand under the SEACOR
Savings Plan, a defined contribution plan established by the Company,
effective July 1, 1994 which
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<PAGE>
meets the requirements of Section 401(k) of the Internal Revenue Code of
1986, as amended (the "Code"). Mr. Miller's amounts represent
contributions made by NRC under a separate but substantially similar
plan established by NRC in 1993. Also includes $56,900 for Mr. Fabrikant
in 1995 from the partial vesting of a restricted stock award granted to
Mr. Fabrikant on March 14, 1995. See "-Restricted Stock Award."
(3) Mr. Fabrikant's salary and bonus for 1994 include $100,000 and $125,000,
respectively, paid by NRC for his services as Chairman and Chief
Executive Officer of NRC. His salary in each of 1995 and 1996 includes
$100,000 paid by NRC for his services as Chairman and Chief Executive
Officer of NRC in each of those years. NRC was an affiliate of the
Company prior to March 14, 1995, the effective date of the merger of NRC
Holdings, Inc. with and into CRN Holdings, Inc. pursuant to which NRC
became an indirect wholly owned subsidiary of the Company (the "NRC
Merger").
(4) In connection with the NRC Merger, the Company entered into an
employment agreement with Mr. Miller which determined his base salary
for 1995 and which provides for a bonus determined by reference to NRC's
net revenues in any year from its spill response services (a "Spill
Bonus"). See "-Employment Contracts and Other Arrangements." The bonus
paid to Mr. Miller in 1996 (and reflected in the table in 1995) includes
$6,500 attributable to his Spill Bonus for calendar year 1995. Mr.
Miller's Spill Bonus for 1996, which will be paid in 1997, has not been
finalized and thus is not included in the table above.
(5) Represents relocation expenses in connection with the Company's decision
to move its executive offices to Houston, Texas.
</FN>
</TABLE>
STOCK OPTIONS
On November 22, 1992, the Company's stockholders adopted the 1992 Stock
Option Plan, which provides for the grant of non-qualified options to purchase
shares of Common Stock to officers and key employees of the Company. The 1992
Stock Option Plan is administered by the Stock Option and Executive Compensation
Committee of the Board. Each option granted to an officer or key employee must
be evidenced by an agreement (an "Option Agreement") containing terms and
provisions established by the Stock Option and Executive Compensation Committee
in accordance with the 1992 Stock Option Plan.
On April 18, 1996 the Company's stockholders adopted the 1996 Share
Incentive Plan, which provides for the grant of stock options, stock
appreciation rights, restricted stock awards, performance awards and stock units
to officers and key employees of the Company. The 1996 Share Incentive Plan is
administered by the Stock Option and Executive Compensation Committee of the
Board. Each share granted to an officer or employee must be evidenced by an
agreement (a "Restricted Stock Agreement") containing terms and provisions
established by the Committee in accordance with the 1996 Share Incentive Plan.
OPTION GRANTS TABLE
No options were granted in 1996.
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<PAGE>
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE
The following table sets forth certain information with respect to the
value of the outstanding options based on a year-end closing price of $63.00 per
share.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired on Value Options at Fiscal Year-End (#) Fiscal Year-End ($)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Charles Fabrikant 31,389 837,772 193,611/0 8,741,731/0
Randall Blank 20,000 986,250 72,000/0 3,399,750/0
Mark Miller - - 15,555/0 830,015/0
Milton Rose 20,000 983,750 30,000/0 1,447,500/0
Timothy McKeand - - 5,000/0 241,250/0
</TABLE>
RESTRICTED STOCK AWARDS
The Company has granted restricted stock awards to certain officers and
key employees.
Mr. Fabrikant was granted restricted stock awards of 11,500, 2,000 and
1,600 shares of Common Stock pursuant to Restricted Stock Agreements between the
Company and Mr. Fabrikant, dated March 14, 1995, May 7, 1996 and January 27,
1997, respectively, and, on July 13, 1996, Mr. Fabrikant sold 3,833 shares of
Common Stock granted to him on March 15, 1995.
Mr. Blank was granted restricted stock awards of 2,000 and 500 shares of
Common Stock pursuant to Restricted Stock Agreements between the Company and Mr.
Blank, dated May 7, 1996 and January 27, 1997, respectively.
Mr. Miller was granted restricted stock awards of 600 and 300 shares of
Common Stock pursuant to Restricted Stock Agreements between the Company and Mr.
Miller, dated May 7, 1996 and January 27, 1997, respectively.
Mr. Rose was granted restricted stock awards of 1,200 and 240 shares of
Common Stock pursuant to Restricted Stock Agreements between the Company and Mr.
Rose, dated May 7, 1996 and January 27, 1997, respectively.
Mr. McKeand was granted restricted stock awards of 1,000 and 300 shares
of Common Stock pursuant to Restricted Stock Agreements between the Company and
Mr. McKeand, dated May 7, 1996 and January 27, 1997, respectively.
The Restricted Stock Agreements provide that beneficial ownership of the
restricted shares shall vest in three equal and consecutive installments,
commencing on the first anniversary date of each Restricted Stock Agreement.
However, 100% beneficial ownership of the restricted shares shall vest
immediately upon death, disability, termination without "cause", or the
occurrence of a "change-in-control" of the Company.
EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS
The Company has entered into employment contracts and other arrangements
with Mr. Miller, dated March 14, 1995 (the "Miller Employment Agreement"), Mr.
Rose, dated December 24, 1992 (the "Rose Employment Agreement), and Mr. McKeand,
dated March 15, 1988 (the "McKeand Benefit Agreement").
11
<PAGE>
The Miller Employment Agreement provides for a base salary of $250,000
per year for five years, subject to adjustment for inflation, and a bonus, for a
period of three years commencing on January 1, 1995, determined by reference to
NRC's annual net revenues from its spill response services, subject to certain
minimum NRC net income requirements. Additionally, Mr. Miller is eligible for an
annual bonus based upon NRC's regular bonus program for key executives.
Mr. Miller has agreed, with certain exceptions, that during the term of
his employment and for the period ending on the fifth anniversary date of
termination of such employment, he will not, directly or indirectly, (i) engage
in, represent, provide consulting services to, become an employee of, or have
any financial, pecuniary or management interest in, any national or regional
offshore and open-ocean environmental level E Oil Spill Removal Organization
that competes or otherwise engages in the businesses conducted by NRC and its
subsidiaries or (ii) disclose to any third party, make public, or otherwise
appropriate for a purpose not in furtherance of NRC's business, any proprietary
or confidential information or trade secrets acquired by or made known to him in
respect of NRC and its subsidiaries.
The Miller Employment Agreement entitles Mr. Miller to participate in
all retirement, pension, incentive and bonus plans generally made available to
NRC's executive officers, and in the event that Mr. Miller's employment is
terminated: (i) due to his "Disability" or for "Cause" (as defined therein), he
is entitled to receive through March 14, 2000: (a) 40% of his base salary and
annual bonus at the rates therefor in effect on the date of his termination
(less the amount of any disability insurance benefits which Mr. Miller receives
under policies maintained by NRC), (b) any accrued and unpaid annual bonus, (c)
all plan benefits to which Mr. Miller is entitled (to the extent applicable
following his Disability), and (d) reimbursement for certain expenses incurred
by him in his employment capacity or (ii) due to his death, he is entitled to
receive all payments referred to in (a), (b) and (d) of clause (i) above.
The Rose Employment Agreement provides for an annual salary of $165,000,
subject to adjustment for inflation, and for the grant of an option for 50,000
shares of Common Stock (which option was granted to Mr. Rose on January 5,
1993). The initial term of the Rose Employment Agreement was two years
commencing on January 25, 1993. Since January 25, 1995, the Rose Employment
Agreement has been subject to automatic renewal for one-year periods unless
either party gives 180 days' written notice of termination to the other party.
No such notice has been given to date and, accordingly, the terms of the Rose
Employment Agreement remain in effect. In the event of a change in control of
the Company (as defined in the Rose Employment Agreement), Mr. Rose has the
option of a one-time extension of the Rose Employment Agreement for a three-year
period.
Pursuant to the terms of the Rose Employment Agreement, if Mr. Rose's
employment is terminated because (i) he is discharged by the Company for reasons
other than for "Cause" (as defined therein), (ii) he involuntarily resigns at
the request of the Company for reasons other than for Cause, or (iii) he resigns
following the assignment of duties which are inconsistent with employment in the
capacity of a president of a subsidiary of a Company, he then is entitled to
receive a one-time severance payment equal to his base salary (excluding bonuses
and incentive compensation) for a period of 12 months after the occurrence of
any such event.
Pursuant to the terms of the McKeand Benefit Agreement, if Mr. McKeand's
employment is terminated because (i) he is discharged by the Company for reasons
other than for "Cause" (as defined therein), (ii) he involuntarily resigns at
the request of the Company for reasons other than Cause, or (iii) he resigns
following the assignment of duties which are inconsistent with employment
12
<PAGE>
in a management capacity, then he is entitled to receive a one-time severance
payment equal to his base salary (excluding bonuses and incentive compensation)
for a period of 12 months after the occurrence of any such event.
In addition, subject to certain limitations, the Rose Employment
Agreement and the McKeand Benefit Agreement specify that the Company must
continue to provide any then-existing life and health insurance benefits to
which Mr. Rose, through the Rose Employment Agreement, and Mr. McKeand, through
the McKeand Benefit Agreement, and their respective dependents are entitled for
a period of one year after the termination of their respective employment or
until they obtain other employment pursuant to which comparable life and health
insurance benefits are provided.
The Board may reduce any amount payable under the Rose Employment
Agreement and the McKeand Benefit Agreement if it determines that all or any
portion of the amount payable pursuant thereto may be treated as an "excess
parachute payment" as defined in Section 280G of the Code. Furthermore, the Rose
Employment Agreement and the McKeand Benefit Agreement, by their terms, are
binding upon any person or entity which acquires the Company, whether by means
of merger, consolidation, the purchase of all or substantially all of the
Company's assets, or otherwise.
Except as set forth above with respect to Messrs. Miller, Rose, and
McKeand, the Company has no employment contracts or formal remuneration
arrangements with any of the Named Executive Officers.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MANAGEMENT SERVICES AGREEMENT
Messrs. Fabrikant and Blank serve as Chairman and Chief Executive
Officer, and President and Chief Operating Officer, respectively, of SCF. Since
January 1, 1990, the Company and SCF have been operating under an agreement (the
"Management Services Agreement") with an initial expiration date of January 1,
1993 (subject to automatic renewal for successive one-year periods unless
terminated by either party upon at least 60 days notice) pursuant to which SCF
provides the Company with certain administrative services. Effective January 1,
1993, the Management Services Agreement was amended such that the services
provided by SCF now include the use of SCF offices, equipment and access to SCF
administrative and technical personnel, for which the Company pays SCF a fee of
$175,000 per annum (together with reimbursement for out-of-pocket expenses),
subject to adjustment by the parties. The amendment also extended the stated
expiration date of the Management Services Agreement from January 1, 1993 to
January 1, 1996 with successive one year renewal options as described above.
Additionally, NRC pays SCF an annual fee, subject to annual review and
adjustment, of $125,000 for the reimbursement of office and administrative
expenses.
ENVIRONMENTAL CONTRACTING SERVICES
Miller Environmental Group ("MEG"), an environmental contractor based in
Calverton, NY, maintains and stores spill response equipment owned by NRC and in
the event of a spill, provides labor, equipment and materials to assist in NRC's
spill response activities. In fiscal 1996, NRC paid approximately $2.38 million
to MEG for these services. Mark Miller's father, Mr. James Miller, is Vice
President, Secretary, and Treasurer of MEG.
13
<PAGE>
NRC also contracts with James Miller Marine Service ("JMMS"), an
environmental contractor based in Staten Island, NY, for services similar to
those provided by MEG. In fiscal 1996, NRC paid approximately $0.6 million to
JMMS for these services. Mark Miller's brother, Mr. Glen Miller, is Vice
President of JMMS.
SMIT TRANSACTION
On December 19, 1996, the Company acquired substantially all of the
offshore vessel assets, vessel spare parts and certain joint venture interests
owned by Smit and certain of its subsidiaries (the "Smit Transaction"). The
aggregate consideration, including amounts payable under certain lease purchase
agreements for two vessels (described below), consisted of: (I) approximately
$71.4 million in cash, (ii) 712,000 shares of Common Stock of which 31,517 were
issued subsequent to December 31, 1996 and (iii) up to $22.0 aggregate principal
amount of the 5 3/8% Notes of which $15,250,000 principal amount have been
issued to date. The acquired assets include a 100% interest in 24 vessels, a 50%
interest in nine vessels sold by Smit directly and Smit's interest in joint
ventures that own and operate 12 vessels. As part of the Smit Transaction, the
Company agreed to use commercially reasonable efforts to nominate and elect to
the Company's Board one person designated by Smit for so long as Smit is the
beneficial owner of at least 5% of the outstanding Common Stock. Smit designated
Mr. Kienhuis, the Vice President and Chief Financial Officer of Smit and the
Managing Director of Smit Overseas, to be nominated for election to the
Company's Board.
In connection with the Smit Transaction, the Company also entered into
certain long-term arrangements with Smit. Pursuant to the Smit Transaction, the
Company (i) entered into lease purchase arrangements with Smit for two vessels
for a five-year term with the obligation to purchase such vessels at the end of
the five-year term and an option to purchase such vessels before the expiration
of such term, (ii) signed a letter of intent providing for the Company to
acquire an additional four vessels that are owned by a Malaysian joint venture
in which Smit has an interest (the "Malaysian Purchase"), (iii) entered into
ship management agreements providing for Smit to supply crewing and technical
management services to the Company for 20 of the vessels acquired by the Company
from Smit and (iv) provided for the payment by the Company, in a combination of
cash and non-convertible notes, of up to $47.2 million of additional
consideration based on the earnings performance during 1997 and 1998 by certain
assets acquired from Smit. The terms of the Malaysian Purchase are preliminary
in nature and there can be no assurance that any definitive transaction
documentation will be entered into or, if entered into, that the Malaysian
Purchase will be consummated. See the Company's Annual Report on Form 10-K for a
fuller description of the Smit Transaction.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Gellert and Conway serve as members of the Stock Option and
Executive Compensation Committee. Mr. Conway was President of the Company from
December 1989 to October 1992.
REPORT ON EXECUTIVE COMPENSATION
GENERAL
In January 1993, the Board delegated responsibility for all matters
relating to the determination and award of executive compensation to the Stock
Option and Executive
14
<PAGE>
Compensation Committee (the "Committee"). The Committee is currently comprised
of Messrs. Gellert and Conway. From January 1993 until September 1995, the
Committee was comprised of Mr. Gellert and Mr. Thomas J. Gallagher, a former
director of the Company who resigned in September 1995. The Committee met
officially on four occasions and, in addition, had several informal meetings
during 1996 to discuss each option grant, to assess executive compensation
policy, to review and approve compensation to the executive officers of the
Company for the fiscal year ended December 31, 1996 and to discuss the Company's
executive compensation policies and objectives for the forthcoming year.
The Company's compensation program is designed to attract, retain and
motivate highly qualified management personnel, and to engender a sense of
compensatory certainty and entrepreneurial commitment among its executive
officers. The Company's compensation philosophy is to provide levels of
compensation competitive with industry comparables, to reward individual
initiative and achievement, and to ensure that the amount and nature of
executive compensation is reasonably commensurate with the Company's financial
condition, results of operations, Common Stock performance, and the executive
compensation programs of the Company's competitors. The Company's executive
compensation program consists of three central components: (1) base salary, (2)
discretionary annual bonuses, and (3) awards of restricted stock and grants of
stock options. Factors reviewed by the Committee in establishing the Company's
executive compensation program included the Company's financial performance,
total assets and services provided, management's business philosophy, industry
practices and the Company's culture and organizational structure. While the
foregoing provides the general intent and guidelines of the Committee in
determining the compensation levels and components for the executive officers,
the Committee has final authority to determine all compensation matters in its
sole discretion.
To further the Company's compensation philosophy and augment its
existing share award program, the Committee recommended to the full Board of
Directors approval of the 1996 Share Incentive Plan, which was approved by
stockholders at the 1996 Annual Meeting, and increased the Company's flexibility
to provide additional forms of incentive based awards to its executive officers
and key employees.
BASE SALARY
The salaries of Messrs. Miller and Rose were paid in accordance with the
provisions of their respective employment agreements.
In respect of Messrs. Fabrikant, Blank, and McKeand, 1996 salary
increases primarily reflect adjustments based on fluctuations in published
consumer price statistics and other inflationary indices. On an individual
basis, their respective salaries are a function of their experience, breadth of
responsibilities, and are generally consistent with industry comparables.
ANNUAL BONUS
The bonus portion of the executive compensation package is directly
related to the individuals' and the Company's performance during the year. Bonus
payments are discretionary in nature and are tied to performance during the year
in which they were earned. The Company believes that, to the extent that the
bonus awards reward the executives in a fair and equitable way, they may also
provide an incentive for their continued efforts and for enhanced future
performance.
15
<PAGE>
Specific performance targets are set at the beginning of the year based
on the Company's annual forecasts, focusing on operating revenue, net income and
cash flow (EBITDA basis). However, given the Company's history of growth through
mergers, acquisitions, and asset purchases and market conditions for the marine
segment which are beyond management's control, the Company's actual results can
differ greatly from management's forecasts and the Committee must re-evaluate
the targets set at the beginning of the year. 1996, for instance, was a year of
rapid expansion and growth. An increase of over 81% in total assets, in
conjunction with an improved market, contributed to approximately 77%, 202%, and
493% increases in operating revenue, net income, and cash flow, respectively,
for the Company's fiscal year ended December 31, 1996, after restating 1995
results for the impact of the acquisition by the Company of McCall Enterprises,
Inc. and its affiliated companies (the "McCall Companies"), which has been
accounted for by the Company as a pooling-of-interests.
In the marine segment, pursuant to the Smit Transaction, the Company
dramatically increased its fleet size and expanded into several new
international markets. The Smit Transaction included 100% interests in 24
vessels, 50% interests in nine vessels sold directly by Smit and Smit's interest
in joint ventures that own and operate 12 vessels. In 1996, the Company also
acquired 41 vessels from the McCall Companies, six vessels from Compagnie
Nationale de Navigation and signed a definitive purchase agreement to acquire 24
vessels and other assets from Galaxie Marine Services, Inc. and its affiliates,
which closed on January 3, 1997. On the environmental side, the Company expanded
its geographic presence by initiating service on the West Coast of the US in a
50% owned joint venture. Additionally, the Company completed an underwritten
public offering of its Common Stock which raised approximately $37.7 million of
net proceeds for the Company in July of 1996. The Company also sold $172.5
million aggregate principal amount of the 5 3/8% Notes in November of 1996.
The foregoing financial and operating growth of the Company was
attributed by the Committee, at least in part, to the efforts of the Named
Executive Officers, and therefore was considered when determining such persons
annual bonuses.
COMMON STOCK AWARDS AND GRANTS
The purpose of restricted stock awards and stock option grants is to
reward outstanding performance by key employees and officers, to provide
additional incentives to executive officers and other key employees to maximize
stockholder value, and to create longer term executive commitment to the
Company. The Committee believes that such grants and awards foster a greater
concern by management with the performance of the Company, both in the short and
long-term, which serves to align the interests of management and the Company's
stockholders. The number of shares awarded or granted reflect a judgment on the
individual's performance to date, as well as on the executive's ability to
influence and enhance the Company's future performance.
Restricted stock awards granted in 1996 reflect the Committee's belief
that the interests of the Company's stockholders are best served by ensuring
that senior management is dedicated to maximizing shareholder value. Mr.
Fabrikant was expressly recognized for his leadership role in the Company's
development and his ability to continue to influence the direction of the
Company towards maximizing shareholder value.
16
<PAGE>
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
In 1996, Mr. Fabrikant received total cash compensation (in the form of
salary and bonus) of $800,000 from the Company. Additionally, in 1996, Mr.
Fabrikant was granted 2,000 and 1,600 shares of restricted stock on May 7, 1996
and January 24, 1997, respectively, which vest over a three-year period. These
stock awards were primarily related to Mr. Fabrikant's performance in 1995 and
1996. The determination of Mr. Fabrikant's compensation was based upon the
factors described above with respect to all executive officers, and, in
addition, upon Mr. Fabrikant's extensive experience, leadership and reputation
within both the offshore marine and environmental services industries and his
leadership role in the Company's strong development. Mr. Fabrikant played an
instrumental role in the strategic direction of each of the Company's operating
segments and the positioning of the Company's assets to take advantage of
long-term growth opportunities.
The foregoing report is respectfully submitted by the Stock Option and
Executive Compensation Committee:
Michael E. Gellert, Granville E. Conway
PERFORMANCE GRAPH
Set forth in the graph below is a comparison of the total return that a
hypothetical investor would have earned assuming the investment of $100 on
December 31, 1992, two weeks after the date on which the Common Stock was first
included for listing on the NASDAQ National Market, in (i) the Common Stock,
(ii) the NASDAQ Stock Market Index for all US companies ("NASDAQ Composite"),
(iii) the S&P 500 Index ("S&P 500") and (iv) an index of oil service support
companies published by Simmons, Inc. (the "Simmons Index"). The Company ceased
trading on the NASDAQ National Market on October 22, 1996 and began trading on
the New York Stock Exchange on October 23, 1996.
[SET FORTH BELOW IS A TABULAR DATA DESCRIPTION OF THE PERFORMANCE GRAPH
WHICH IS OMITTED PURSUANT TO RULE 304 OF REGULATION S-T.]
12/17/92 12/31/92 12/31/93 12/30/94 12/29/95 12/31/96
-------- -------- -------- -------- -------- --------
S&P 500 INDEX $100 $100 $107 $105 $141 $170
NASDAQ COMPOSITE INDEX 100 103 118 114 160 196
SEACOR INDEX 100 98 159 134 186 434
SIMMONS INDEX 100 100 132 137 198 315
1995 PEER GROUP INDEX(1) 100 100 116 115 177
(1) As described below, industry changes make comparisons of total returns
between the 1995 Peer Group index and the other indices inappropriate for the
Company's 1996 fiscal year.
17
<PAGE>
In previous years, the Company had compiled a customized peer group (the
"1995 Peer Group"). Industry changes, however, have made the use of the 1995
Peer Group a less accurate basis by which to judge the Company's stock
performance. The Company's 1995 Peer Group consisted of Gulfmark International,
Inc. ("Gulfmark"), Hornbeck Offshore Services, Inc. ("Hornbeck"), Offshore
Logistics, Inc., Petroleum Helicopters, Inc. and Tidewater, Inc. ("Tidewater").
In 1996, Hornbeck was acquired by Tidewater and ceased to be a publicly traded
company and Gulfmark experienced a substantial restructuring in which a newly
formed publicly traded company acquired all the assets of Gulfmark's marine
transportation business.
In response to the above described industry changes, the Company
selected the Simmons Index. Each of the companies included in the Simmons Index
is engaged primarily in providing support to offshore oil and gas exploration
and development. The addition of the Simmons Index to the performance graph
reflects the determination by management that the stock performance of the
companies included in the Simmons Index form a more accurate basis of comparison
against which to judge the Company's performance than does a broader index, such
as the S&P 500, which includes a variety of diversified companies involved in
industries entirely unrelated to that of the Company.
The Simmons Index is weighted based on the market capitalization of each
individual company within that index at the beginning of each period. All
dividends paid during each period are assumed to have been reinvested.
Shareholder return reflected in the performance graph is not necessarily
indicative of future performance.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board recommends that stockholders ratify the appointment of Arthur
Andersen LLP ("Arthur Andersen"), certified public accountants, as independent
auditors to audit the accounts of the Company and its subsidiaries for the
fiscal year ending December 31, 1997. The appointment of Arthur Andersen was
recommended to the Board by its Audit Committee. Arthur Andersen served as
independent auditor for the Company for the fiscal year ended December 31, 1996
and has been engaged by the Company since December 1989.
Representatives of Arthur Andersen will be present at the Meeting. They
will have an opportunity to make a statement if they desire to do so and will be
available to respond to stockholder questions after the conclusion of the
Meeting.
VOTE REQUIRED
The affirmative vote of a majority of the Common Stock represented in
person or by proxy at the Meeting is required to ratify the appointment of
Arthur Andersen for the fiscal year ending December 31, 1997.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN TO SERVE AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997.
18
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PROPOSAL NO. 3
PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED COMMON STOCK
The Board recommends that the stockholders adopt an amendment to the
Company's Certificate of Incorporation increasing the authorized number of
shares of Common Stock of the Company from 20,000,000 to 40,000,000. On February
18, 1997, the Board unanimously approved an amendment to the Certificate of
Incorporation, subject to approval by the Company's stockholders, which amends
Article FOURTH of the Company's Certificate of Incorporation to increase the
authorized Common Stock so that, as amended, Article FOURTH shall read as
provided in Exhibit A to this Proxy Statement.
If this proposal is approved by the stockholders, the additional shares
of authorized Common Stock will become part of the existing class of Common
Stock, and the additional shares, when issued, will have the same rights and
privileges as the shares of Common Stock now issued.
There are no pre-emptive rights relating to the Common Stock.
If this proposal is approved by the stockholders, it will become
effective upon the filing of a Certificate of Amendment as required by the
General Corporation Law of the State of Delaware which the Company intends to
file and record as promptly as practicable after the Meeting. The Board may make
any and all changes to the form of amendment that it deems necessary in order to
file the amendment with the Secretary of State of the State of Delaware. The
Board may also abandon or delay the amendment at any time before or after the
Meeting and prior to the effective date of the amendment if for any reason the
Board deems it advisable to do so.
REASONS FOR PROPOSED AMENDMENT
The proposed increase in authorized Common Stock will enable the Company
to:
1) Issue Common Stock in connection with raising additional equity
capital or in connection with acquisitions, mergers and other
financing transactions involving the issuance of securities.
2) Issue Common Stock without the expense and delay of a special
meeting of stockholders except as otherwise required by
applicable law or the rules of the NYSE.
3) Issue Common Stock with respect to the granting of securities
under the 1992 Stock Option Plan, the 1996 Share Incentive Plan
or pursuant to other management compensation arrangements.
4) Issue Common Stock in connection with stock splits or stock
dividends.
The Certificate of Incorporation of the Company presently authorizes the
issuance of up to 20,000,000 shares of Common Stock. Although the Company has no
present plans, agreements or understandings regarding the issuance of the
proposed additional shares, the Board believes that the adoption of the
amendment is advisable because it will provide the Company with greater
flexibility in connection with possible future transactions, stock splits or
stock dividends, other corporate purposes, and other programs to facilitate
expansion and growth of the Company. At March 3, 1997, there were 13,929,842
shares of Common Stock issued and outstanding and, in addition, (i) 2,844,694
shares of Common Stock reserved for issuance upon the conversion of $187,750,000
aggregate principal amount of the currently outstanding 5 3/8% Notes of the
Company, (ii) 102,272 shares of Common Stock reserved for issuance upon the
conversion of an additional $6,750,000 principal amount of the 5 3/8% Notes
which the Company has agreed to issue to Smit and (iii) 533,793 shares of Common
Stock reserved for issuance under the 1992 Stock Option Plan and the 1996 Share
Incentive Plan.
Taking into account the foregoing reserved shares of Common Stock, as of
March 3, 1997, a total of 17,410,601 shares of Common Stock are issued and
outstanding, reserved for the
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conversion of the 5 3/8% Notes and reserved for grant or exercise of additional
securities issued pursuant to the 1992 Stock Option Plan and the 1996 Share
Incentive Plan.
The Board believes that it is in the best interests of the Company to
have authorized and available 40,000,000 shares of Common Stock in order to have
sufficient authorized but unissued and unreserved shares to meet the needs
described above.
VOTE REQUIRED
The affirmative vote of stockholders of a majority of the shares of
Common Stock outstanding and entitled to vote at the Meeting is required to
approve this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ADOPTION OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION WHICH
WILL INCREASE THE AUTHORIZED COMMON STOCK TO 40,000,000.
PROPOSAL NO. 4
PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
CHANGE THE COMPANY'S CORPORATE NAME TO SEACOR SMIT INC.
The Board recommends that the stockholders adopt an amendment to the
Company's Certificate of Incorporation to change the Company's corporate name to
SEACOR SMIT Inc. On February 18, 1997, the Board unanimously approved an
amendment to the Company's Certificate of Incorporation to change the Company's
corporate name to "SEACOR SMIT Inc.," subject to approval of the Company's
stockholders, which amends Article FIRST of the Company's Certificate of
Incorporation so that, as amended, Article FIRST shall read as provided in
Exhibit A to this Proxy Statement.
If this proposal is approved by the stockholders, it will become
effective upon the filing and recording of a Certificate of Amendment as
required by the General Corporation Law of the State of Delaware which the
Company intends to file and record as promptly as practicable after the Meeting.
The Board may make any and all changes to the form of amendment that it deems
necessary in order to file the amendment with the Secretary of State of the
State of Delaware. The Board may also abandon or delay the amendment at any time
before or after the Meeting and prior to the effective date of the amendment if
for any reason the Board deems it advisable to do so.
REASONS FOR PROPOSED AMENDMENT
The Board believes that the new name will give the Company greater name
recognition in international markets and enhance the success of marketing its
vessels for hire in the offshore marine services industry. In connection with
the Smit Transaction, the Company has further expanded its operations in the Far
East, offshore West Africa, the North Sea, the Mediterranean, the Middle East,
and Latin America in which markets the "Smit" name is widely known in the
offshore marine service industry.
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VOTE REQUIRED
The affirmative vote of stockholders of a majority of shares of Common
Stock outstanding and entitled to vote at the Meeting is required to approve
this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ADOPTION OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE
THE COMPANY'S CORPORATE NAME TO SEACOR SMIT INC.
OTHER MATTERS
LIMITATION ON STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS OF
STOCKHOLDERS; REMOVAL OF DIRECTORS; VACANCIES
The Certificate of Incorporation provides that no action may be taken by
stockholders except at an annual or special meeting of stockholders or by the
affirmative written consent of the holders of not less than 66 2/3% (or such
greater percentage as may then be required by applicable law) in voting power of
the outstanding shares of Common Stock entitled to vote thereon. The By-laws
provide that, to be properly brought before an annual meeting, business must be
(i) specified in the notice of meeting and (ii) brought before the meeting by or
at the direction of the Board, or be brought before the meeting by a stockholder
upon timely written notice in proper form given to the Secretary of the Company.
In order to be considered timely, such stockholder notice must be received by
the Secretary of the Company not less than 90 days prior to the anniversary of
the date of the annual meeting of stockholders held in the previous year,
subject to certain exceptions. The By-laws further provide that, unless
otherwise prescribed by law, special meetings of stockholders can only be called
by the Chairman of the Board, the President or pursuant to a resolution approved
by a majority of the Board, and, in any such case, only to consider such
business as shall be provided in such resolution or in the notice delivered to
stockholders respecting the special meeting.
The By-laws also provide that directors of the Company can be removed
from office (prior to the expiration of their term) with or without "cause" by
the affirmative vote of a majority in voting power of the outstanding shares
entitled to vote at an election of directors, and that vacancies on the Board
can be filled only by the remaining directors then in office.
STOCKHOLDER NOMINATION OF DIRECTORS
The By-laws establish an advance notice procedure with regard to the
nomination (other than by or at the direction of the Board or a committee
thereof) of candidates for election as directors (the "Nomination Procedure").
Only persons who are nominated by the Board, a committee appointed by the Board,
or by a stockholder who has given timely prior written notice to the Secretary
of the Company prior to the meeting at which directors are to be elected, are
eligible for election as directors of the Company. In order to be timely, such
written notice must be received by the Secretary of the Company not less than 90
days prior to the anniversary of the date of the immediately preceding annual
meeting (subject to certain exceptions), and the notice must contain (i) the
name and address of the stockholder who intends to make the nomination and the
name and address of the person or persons to be nominated, (ii) a representation
that the stockholder is a holder of record of Common Stock entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, (iii) a description of
all contracts, arrangements or other understandings between the stockholder and
each
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nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the stockholder, (iv)
such other information regarding each nominee proposed by such stockholder as
would be required to be included in a proxy or information statement filed
pursuant to the Exchange Act, and (v) the consent of each nominee to serve as a
director of the Company if so elected. The presiding officer of the meeting may
refuse to acknowledge the foregoing nomination of any person not made in
compliance with the Nomination Procedure.
Although the By-laws do not empower the Board with the right to approve
or disapprove of stockholder nominations for the election of directors or any
other business properly brought by the Company's stockholders at any annual or
special meeting, the foregoing Nomination Procedure may nevertheless have the
effect of (i) precluding a nomination for the election of directors or
precluding the transaction of business at a particular meeting if the proper
procedures are not followed, or (ii) deterring a third party from conducting a
solicitation of proxies or contest to elect his or its own slate of director
nominees or otherwise attempting to obtain control of the Company.
RESTRICTIONS ON FOREIGN OWNERSHIP OF COMMON STOCK AND RELATED MATTERS
The Company is subject to a variety of U.S. federal statutes and
regulations, including the Shipping Act, 1916, as amended (the "Shipping Act"),
and the Merchant Marine Act of 1920, as amended (the "1920 Act," and
collectively with the Shipping Act, the "Acts"), which govern, among other
things, the ownership and operation of vessels used to carry cargo between U.S.
ports.
Generally, the Acts require that vessels which are engaged in U.S.
coastwise trade must be owned by citizens of the U.S. In order for a corporation
operating in U.S. coastwise trade to qualify as a U.S. citizen, at least 75% of
the outstanding capital stock of the corporation must be owned by persons or
organizations that are U.S. citizens, as defined in the Shipping Act.
Accordingly, if persons or organizations that are not U.S. citizens as so
defined ("Foreigners") were to own more than 25% of the Common Stock, the
Company would not (until such Foreign ownership was reduced to or below 25%) be
permitted to continue its U.S. coastwise trade operations. To help facilitate
compliance with the Acts, the Certificate of Incorporation requires the Company
to institute and to implement through the transfer agent for the Common Stock a
dual stock certificate system, pursuant to which certificates evidencing shares
of Common Stock bear legends which, among other things, designate such
certificates as either "foreign" or "domestic," depending on the citizenship of
the owner. The Certificate of Incorporation also establishes procedures designed
to enable the Company to monitor and limit foreign ownership of the Common
Stock, and authorizes the Board under certain circumstances to redeem shares of
stock owned by Foreigners.
Moreover, the By-laws provide that the Chairman of the Board and Chief
Executive Officer, and the President must both be U.S. citizens, and restrict
any officer who is not a U.S. citizen from acting in the absence or disability
of such persons. The By-laws further provide that the number of Foreign
directors shall not exceed a minority of the number necessary to constitute a
quorum for the transaction of business.
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<PAGE>
ANNUAL REPORT
A copy of the Company's Annual Report to Stockholders for the fiscal
year ended December 31, 1996 accompanies this Proxy Statement and should be read
in conjunction herewith.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
In accordance with the rules of the Commission, any proposal of a
stockholder intended to be presented at the Company's annual meeting of
stockholders to be held in 1998 must be received by the Company no later than
November 16, 1997 to be eligible for inclusion in the Proxy Statement for such
meeting. Proposals should be addressed to the Secretary of the Company.
For the Board of Directors
/s/ Randall Blank
Randall Blank
Executive Vice President,
Chief Financial Officer and Secretary
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EXHIBIT A
FORM OF
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
SEACOR HOLDINGS, INC.
THE UNDERSIGNED, being Charles Fabrikant, Chairman of the Board
of Directors, Chief Executive Officer and President of SEACOR Holdings, Inc.
(the "Company"), hereby certifies that:
FIRST: The name of the Company is SEACOR Holdings, Inc.
SECOND: The original Certificate of Incorporation was filed with
the Secretary of State of the State of Delaware on November 7, 1989.
THIRD: This Certificate of Amendment (this "Certificate") has
been duly adopted in accordance with Section 242(b) of the General Corporation
Law of the State of Delaware, by special meeting of the Board of Directors of
the Company, and adopted by the stockholders in the manner and by the vote
prescribed by Section 242(b) of the General Corporation Law of the State of
Delaware. This Certificate amends and restates in its entirety Articles FIRST
and FOURTH of the Restated Certificate of Incorporation of the Company as
heretofore amended or restated.
FOURTH: Articles FIRST and FOURTH of said Restated Certificate of
Incorporation are hereby amended as follows:
"FIRST: The name of the Company is:
"SEACOR SMIT Inc."
FOURTH: The total number of shares of all classes of capital
stock which the Company shall have authority to issue is 50,000,000 shares,
consisting of:
(i) 10,000,000 shares of Preferred Stock, par value $.01 per
share, and
(ii) 40,000,000 shares of Common Stock, par value $.01 per
share.
E-1
<PAGE>
Except as otherwise provided by law, the shares of capital stock
of the Company, regardless of class, may be issued by the Company from time to
time in such amounts, for such lawful consideration and for such corporate
purpose(s) as the Board of Directors may from time to time determine.
Shares of Preferred Stock may be issued from time to time in one
or more series of any number of shares as may be determined from time to time by
the Board of Directors; provided that the aggregate number of shares issued and
not canceled of any and all such series shall not exceed the total number of
shares of Preferred Stock authorized by this paragraph FOURTH. Each series of
Preferred Stock shall be distinctly designated. The Board of Directors is hereby
expressly granted authority to fix, in the resolution or resolutions providing
for the issuance of a particular series of Preferred Stock, the voting powers,
if any, of each such series, and the designations, preferences and relative,
participating, optional and other special rights of each such series, and the
qualifications, limitations and restrictions thereof to the fullest extent now
or hereafter permitted by the Restated Certificate of Incorporation and the laws
of the State of Delaware.
Subject to the provisions of applicable law or of the Company's
By-Laws with respect to the closing of the transfer books or the fixing of a
record date for the determination of stockholders entitled to vote, and except
as otherwise provided by law, by this Restated Certificate of Incorporation or
by the resolution or resolutions of the Board of Directors providing for the
issuance of any series of Preferred Stock as aforesaid, the holders of
outstanding shares of Common Stock shall exclusively possess the voting power
for the election of directors of the Company and for all other purposes as
prescribed by applicable law, with each holder of record of shares of Common
Stock having voting power being entitled to one vote for each share of Common
Stock registered in his or its name on the books, registers and/or accounts of
the Company."
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate on this ____ day of April, 1997.
-------------------------------------
Name: Charles Fabrikant
Title: Chairman of the Board,
Chief Executive Officer
and President
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PROXY PROXY
SEACOR HOLDINGS, INC., 11200 WESTHEIMER, SUITE 850, HOUSTON, TEXAS 77042
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON APRIL 17, 1997
The undersigned having received the Notice of Meeting and Proxy
Statement of SEACOR Holdings, Inc. (the "Company") dated March 24, 1997 and
Annual Report for the fiscal year ended December 31, 1996, hereby appoints and
constitutes Messrs. Charles Fabrikant and Randall Blank, and each of them,
proxies with full power of substitution to vote for the undersigned at the
Company's Annual Meeting of Stockholders to be held on April 17, 1997, and at
any adjournments thereof (the "Annual Meeting"), as follows:
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF SEACOR HOLDINGS, INC.
IMPORTANT - THIS PROXY MUST BE SIGNED AND
DATED ON THE REVERSE SIDE.
<PAGE>
SEACOR HOLDINGS, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER
USING DARK INK ONLY. [X]
P R O X Y
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
MANAGEMENT NOMINEES LISTED AND FOR ITEMS NO. 2, 3 AND 4.
<TABLE>
<S> <C>
For Withhold For All
All All Except
1. ELECTION OF DIRECTORS-- [__] [__] [__]
Nominees: Charles Fabrikant, Granville E. Conway, Michael E.
Gellert, Stephen Stamas, Richard M. Fairbanks, III, Pierre de
Demandoix, Antoon Kienhuis
INSTRUCTIONS: To withhold authority to vote for any one or
more management nominees, write the nominee's name.
</TABLE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED BY THE MANNER DIRECTED THEREIN
BY THE UNDERSIGNED, IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
MANAGEMENT NOMINEES LISTED AND FOR PROPOSALS NO. 2, 3 AND 4.
<TABLE>
<S> <C>
2. Ratification of the appointment of Arthur Andersen LLP. For Against Abstain
[__] [__] [__]
3. Amendment of Company's Restated Certificate of Incorporation For Against Abstain
to increase the authorized capital stock to 40,000,000 shares. [__] [__] [__]
4. Amendment of Company's Restated Certificate of Incorporation For Against Abstain
to change the corporate name of the Company to SEACOR [__] [__] [__]
SMIT Inc.
</TABLE>
In their discretion, upon any other matters which may properly come before the
Annual Meeting or any adjournments thereof, hereby revoking any proxy heretofore
given by the undersigned for the Annual Meeting.
Dated:_______________________________, 1997
Signature(s)____________________________________________________________________
________________________________________________________________________________
Please sign name as it appears hereon. When signed as attorney, executor,
trustee or guardian, please add capacity in which signed. For joint or co-owner,
each owner should sign.
