Filed pursuant to Rule 424(b)(3)
Registration Statement File No. 333-22249
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 28, 1997)
SEACOR SMIT INC.
(FORMERLY SEACOR HOLDINGS, INC.)
$187,750,000
AGGREGATE PRINCIPAL AMOUNT OF
5-3/8% CONVERTIBLE SUBORDINATED NOTES DUE NOVEMBER 15, 2006
2,844,694
SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF
($.01 PAR VALUE)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is June 11, 1997.
<PAGE>
SELLING SECURITYHOLDERS
The "Selling Securityholders" section of the Prospectus dated
February 28, 1997, forming a part of the Registration Statement on Form S-3,
File No. 333-22249 (the "Prospectus"), relating to the offer for resale of up to
$187,750,000 aggregate principal amount of 5-3/8% Convertible Subordinated Notes
Due November 15, 2006 (the "Notes") of SEACOR SMIT Inc., formerly SEACOR
Holdings, Inc. (the "Company"), and 2,844,694 shares of common stock, par value
$.01 per share (the "Common Stock"), of the Company issuable upon the conversion
thereof is hereby supplemented.
As of the date hereof, $187,750,000 aggregate principal amount
of the Notes have been issued by the Company. The purpose of this Prospectus
Supplement is (i) to reflect changes in the principal amounts of the Notes held
by certain Selling Securityholders in the "Selling Securityholders" section of
the Prospectus and (ii) to add names of certain holders of the Notes unknown to
the Company as of the date of the Prospectus to the "Selling Securityholders"
section of the Prospectus. This Prospectus Supplement is not complete without,
and may not be delivered or utilized except with, the Prospectus, including any
amendments or supplements thereto. Capitalized terms used herein but not defined
herein have the meanings assigned to such terms in the Prospectus. Any cross
references in this Prospectus Supplement refer to sections of the Prospectus.
The information contained in the table included in the
"Selling Securityholders" section of the Prospectus is hereby supplemented as
follows:
<TABLE>
<CAPTION>
Beneficial Ownership
at April 21, 1997(1)
------------------------------------------------------
Number Principal
of Amount
Percent Shares of Notes
Number Principal of Percent Covered Covered
Selling of Amount of Common of by this by this
Securityholders(2) Shares(3) Notes Stock Notes Prospectus(3) Prospectus
------------------ --------- ------ ------ ----- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Charter Fund c/o AIM 26,515 $1,750,000 * * 26,515 $1,750,000 (4)
Capital Management
11 Greenway Plaza
Suite 1919
Houston, TX 77046-1173
VI Growth & Income 3788 $250,000 * * 3788 $250,000 (5)
c/o AIM Capital
Management
11 Greenway Plaza
Suite 1919
Houston, TX 77046-1173
BZW Securities Limited 522,727 $34,500,000 3.8% 18.4% 522,727 $13,746,000 (6)
Ebbgate House
2 Swan House
London EC4R3TS, UK
Pacific Innovation Trust 758 $50,000 * * 758 $50,000 (7)
Capital Income Fund c/o
Bank of America Personal
Trust
Proxy Unit #38432
555 S. Flower Street
Level C
Los Angeles, CA 90071
Baron Growth & Income 15,152 $1,000,000 * * 15,152 $1,000,000 (8)
Fund c/o Baron Capital
767 5th Avenue
New York, NY 10153
S-2
<PAGE>
Credit Suisse First Boston 210,894 $13,919,000 1.5% 7.4% 210,894 $10,019,000 (9)
5 World Trade Center
New York, NY
10048-0928
Donaldson, Lufkin & 7576 $500,000 * * 7576 $500,000 (10)
Jenrette Securities
Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Deutsche Morgan Grenfell, 45,455 $3,000,000 * 1.6% 45,455 $3,000,000 (11)
Inc.
1251 Avenue of the
Americas
26th Floor
New York, NY 10020
First National Bank of 758 $50,000 * * 758 $50,000 (12)
Omaha
One First National Center
Omaha, NE 68102-1596
Bondfund for Growth c/o 37,879 $2,500,000 * 1.3% 37,879 $2,500,000 (13)
Oppenheimer Funds, Inc.
Rochester Division
350 Linden Oaks
Rochester, NY 14625
Franklin Marshall College 3788 $250,000 * * 3788 $250,000 (14)
c/o Palisade Capital
Management LLC
One Bridge Plaza
Fort Lee, NJ 07024
Paloma Partners 758 $50,000 * * 758 $50,000 (15)
Management Company
Two American Lane
Greenwich, CT
06836-2571
Smith Barney Inc. 6818 $450,000 * * 6818 $450,000 (16)
Convertible Trading
390 Greenwich Street
3rd Floor
New York, NY 10013
Shepard Investments 15,152 $1,000,000 * * 15,152 $1,000,000 (17)
International, Ltd. c/o Staro
Asset Management, L.L.C.
1500 West Market Street
Suite 200
Mequon, WI 53092
Stark International c/o Staro 15,152 $1,000,000 * * 15,152 $1,000,000 (18)
Asset Management, L.L.C.
1500 West Market Street
Suite 200
Mequon, WI 53092
Tennessee Consolidated 15,152 $1,000,000 * * 15,152 $1,000,000 (19)
Retirement System
P.O. Box 198287
Nashville, TN
37219-8287
Custodian:
Boston State/Mellon Bank
S-3
<PAGE>
- ------------------------
<FN>
* Less than 1.0%.
(1) The information contained in this table reflects "beneficial"
ownership of the Common Stock within the meaning of Rule 13d-3
under the Exchange Act. On April 21, 1997, the Company had
13,930,842 shares of Common Stock outstanding, not including
56,768 shares of Common Stock held in the Company's treasury.
Unless otherwise indicated, all shares of Common Stock are held
directly with sole voting and dispositive power. Beneficial
ownership information reflected in this table includes shares
issuable upon the exercise of outstanding stock options.
(2) Includes any distributees, pledgees, donees, transferees or
other successors in interest of any Selling Securityholders.
Information concerning the identity of any such persons and
their sales of Notes will be set forth in an amendment or
prospectus supplement to this Prospectus. See "Plan of
Distribution."
(3) Includes shares of Common Stock issuable upon conversion of the
Notes.
(4) Charter Fund c/o AIM Capital Management, purchased this
additional $1,750,000 principal amount of Notes from Credit
Suisse First Boston ("CSFB") on February 10, 1997.
(5) VI Growth & Income c/o AIM Capital Management, purchased this
additional $250,000 principal amount of Notes from CSFB on
February 10, 1997.
(6) BZW Securities Limited ("BZW") purchased this additional
$13,746,000 principal amount of Notes from CSFB in two
transactions: (i) a purchase of $3,250,000 principal amount of
Notes on February 13, 1997 and (ii) a purchase of $10,496,000
principal amount of Notes on February 19, 1997.
(7) Pacific Innovation Trust Capital Income Fund c/o Bank of
America Personal Trust, was not included in the "Selling
Securityholders" section of the Prospectus.
(8) Baron Growth & Income Fund c/o Baron Capital, was not included
in the "Selling Securityholders" section of the Prospectus.
(9) CSFB purchased this additional $10,019,000 principal amount of
Notes in various trades of Notes conducted over the period of
February 10, 1997 to February 25, 1997.
(10) Donaldson, Lufkin & Jenrette Securities Corporation was not
included in the "Selling Securityholders" section of the
Prospectus.
(11) Deutsche Morgan Grenfell, Inc. was not included in the "Selling
Securityholders" section of the Prospectus.
(12) First National Bank of Omaha was not included in the "Selling
Securityholders" section of the Prospectus.
(13) Bondfund for Growth c/o Oppenheimer Funds, Inc. was not
included in the "Selling Securityholders" section of the
Prospectus.
(14) Franklin Marshall College c/o Palisade Capital Management LLC
was not included in the "Selling Securityholders" section of
the Prospectus.
(15) Paloma Partners Management Company was not included in the
"Selling Securityholders" section of the Prospectus.
(16) Smith Barney Inc. was not included in the "Selling
Securityholders" section of the Prospectus.
(17) Shepard Investments International, Ltd. c/o Staro Asset
Management, L.L.C. holds $1,000,000 principal amount of Notes
that was not included in the "Selling Securityholders" section
of the Prospectus.
(18) Stark International c/o Staro Asset Management, L.L.C. holds
$1,000,000 principal amount of Notes that was not included in
the "Selling Securityholders" section of the Prospectus.
(19) Tennessee Consolidated Retirement System was not included in
the "Selling Securityholders" section of the Prospectus.
</FN>
</TABLE>
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