SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Seacor Smit Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
811904101
(Cusip Number)
J. Taylor Crandall
201 Main Street, Suite 3100
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 2, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares of Stock reported herein is 2,270,700 shares, which
constitutes approximately 17.9% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 12,674,789 shares
outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Alpine Capital, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,305,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,305,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,305,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 10.3%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its two general partners, Robert W. Bruce III
and Algenpar, Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Robert W. Bruce III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 9,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 1,403,000 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 9,000 (1)
Person
With
10. Shared Dispositive Power: 1,403,000 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,412,000 (1) (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 11.1%
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacity as trustee of The Robert Bruce Management Company,
Inc. Defined Benefit Pension Trust, with respect to 9,000 shares of Stock.
(2) Solely in his capacity as one of two general partners of Alpine Capital,
L.P., with respect to 1,305,000 shares of Stock, and in his capacity as a
principal of The Robert Bruce Management Co., Inc., which has shared
investment discretion over shares of Stock owned by the Anne T. and Robert
M. Bass Foundation, with respect to 98,000 shares of Stock.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Algenpar, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,305,000 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,305,000 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,305,000 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 10.3%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as one of two general partners of Alpine Capital,
L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,403,000 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,403,000 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,403,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 11.1%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole stockholder of Algenpar,
Inc., which is one of two general partners of Alpine Capital, L.P., with
respect to 1,305,000 shares of Stock, and in his capacity as a director of
The Anne T. and Robert M. Bass Foundation, with respect to 98,000 shares
of Stock.
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Anne T. and Robert M. Bass Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Working Capital
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 98,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 98,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
98,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.8%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its three directors, Anne T. Bass, Robert M.
Bass and J. Taylor Crandall and through Robert W. Bruce in his capacity as
a principal of The Robert Bruce Management Co., Inc., which has shared
investment discretion over shares of Stock owned by The Anne T. and Robert
M. Bass Foundation.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Anne T. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 98,000 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 98,000 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
98,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.8%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as a director of The Anne T. and Robert M. Bass
Foundation.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Keystone, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 762,500 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 762,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
762,500
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.0%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President and sole director, Robert M.
Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Robert M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 858,700 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 98,000 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 858,700 (1)
Person
With
10. Shared Dispositive Power: 98,000 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
956,700 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.5%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole director of Keystone, Inc.
with respect to 762,500 shares.
(2) Solely in his capacity as a director of The Anne T. and Robert M. Bass
Foundation with respect to 98,000 shares.
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Robert Bruce Management Company, Inc. Defined Benefit Pension Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO - Contributions from Bruce Management
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Pursuant to ERISA
7. Sole Voting Power: 9,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 9,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
9,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: OO - Trust
- ------------
(1) Power is exercised through its trustee Robert W. Bruce III.
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their schedule 13D Statement dated February 18,
1998, as amended by Amendment No. 1 dated April 17, 1998, Amendment No. 2 dated
June 8, 1998, Amendment No. 3 dated July 29, 1998, Amendment No. 4 dated August
7, 1998, Amendment No. 5 dated August 17, 1998 and Amendment No. 6 dated
November 18, 1998 (the "Schedule 13D"), relating to the common stock, par value
$.01 per share, of Seacor Smit Inc. Unless otherwise indicated, all defined
terms used herein shall have the same meanings as those set forth in the
Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety to read as follows:
The source and amount of the funds used by the Reporting Persons to
purchase shares of Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Alpine Working Capital(1) $69,684,607.60
Bruce Not Applicable Not Applicable
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
Foundation Working Capital(1) $ 4,088,782.50
A. Bass Not Applicable Not Applicable
Keystone Working Capital(1) $36,892,735.08
R. Bass Personal Funds $ 4,448,057.00
RBMC Trust Contributions from
Bruce Management $ 356,908.00
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Stock.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety to read as
follows:
(a)
ALPINE
The aggregate number of shares of Stock that Alpine owns beneficially,
pursuant to Rule 13d-3(d)(1)(i) of the Act, is 1,305,000, which constitutes
approximately 10.3% of the outstanding shares of Stock.
BRUCE
Because of his positions as (i) one of two general partners of Alpine, (ii)
trustee of RBMC Trust and (iii) principal of Bruce Management (which has shared
investment discretion over the Stock owned by the Foundation), Bruce may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 1,412,000 shares of the Stock, which constitutes approximately
11.1% of the outstanding shares of Stock.
ALGENPAR
Because of its position as one of two general partners of Alpine, Algenpar
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,305,000 shares of Stock, which constitutes approximately 10.3% of the
outstanding shares of Stock.
CRANDALL
Because of his positions as President and sole stockholder of Algenpar, one
of two general partners of Alpine, and a director of the Foundation, Crandall
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
an aggregate of 1,403,000 shares of Stock, which constitutes approximately 11.1%
of the outstanding shares of Stock.
FOUNDATION
The aggregate number of shares of Stock that Foundation owns beneficially,
pursuant to Rule 13d-3(d)(1)(i) of the Act, is 98,000, which constitutes
approximately 0.8% of the outstanding shares of Stock.
A. BASS
Because of her position as a director of Foundation, A. Bass may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 98,000 shares
of Stock, which constitutes approximately 0.8% of the outstanding shares of
Stock.
KEYSTONE
The aggregate number of shares of Stock that Keystone owns beneficially,
pursuant to Rule 13d-3(d)(1)(i) of the Act, is 762,500, which constitutes
approximately 6.0% of the outstanding shares of Stock.
R. BASS
Because of his positions as a director of Foundation and President and sole
director of Keystone, and because of his individual ownership of 96,200 shares
of the Stock, R. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 956,700 shares of Stock, which constitutes approximately
7.5% of the outstanding shares of Stock.
RBMC TRUST
The aggregate number of shares of Stock that RBMC Trust owns beneficially,
pursuant to Rule 13d-3(d)(1)(i) of the Act, is 9,000, which constitutes less
than 0.1% of the outstanding shares of Stock.
To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 herein is the beneficial
owner of any Stock.
(b)
ALPINE
Acting through its two general partners, Alpine has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 1,305,000
shares of Stock.
BRUCE
As one of two general partners of Alpine, Bruce has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 1,305,000
shares of Stock. As principal of Bruce Management (which exercises shared
investment discretion over the Stock owned by the Foundation), Bruce has shared
power to vote or to direct the vote and to dispose or to direct the disposition
of 98,000 shares of Stock. As trustee of RBMC Trust, Bruce has sole power to
vote or to direct the vote and to dispose or to direct the disposition of 9,000
shares of Stock.
ALGENPAR
As one of two general partners of Alpine, Algenpar has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 1,305,000
shares of Stock.
CRANDALL
As the President and sole stockholder of Algenpar, which is one of two
general partners of Alpine, Crandall has shared power to vote or to direct the
vote and to dispose or to direct the disposition of 1,305,000 shares of Stock.
As one of three directors of Foundation, Crandall has shared power to vote or
to direct the vote and to dispose or to direct the disposition of 98,000 shares
of Stock.
FOUNDATION
Acting through its three directors and Bruce (as principal of Bruce
Management which exercises shared investment discretion over the Stock owned by
the Foundation), Foundation has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 98,000 shares of Stock.
A. BASS
As one of three directors of Foundation, A Bass has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 98,000
shares of Stock.
KEYSTONE
Acting through R. Bass, its President and sole director, Keystone has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 762,500 shares of the Stock.
R. BASS
As one of three directors of Foundation, R. Bass has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 98,000
shares of Stock. As the President and sole director of Keystone, R. Bass has
the sole power to vote or to direct the vote and to dispose or to direct the
disposition of 762,500 shares of the Stock. In his individual capacity, R. Bass
has the sole power to vote or to direct the vote and to dispose or to direct the
disposition of 96,200 shares of the Stock.
RBMC TRUST
Acting through its trustee, RBMC Trust has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 9,000 shares of
Stock.
(c) Since the last 13D filing, the Reporting Persons have purchased shares
of Stock in open market transactions on the New York Stock Exchange as follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED SHARE
Keystone 11/23/98 36,900 $49.46
Keystone 11/24/98 19,200 49.97
Keystone 11/25/98 10,000 50.92
R. Bass 11/30/98 20,000 47.96
R. Bass 12/01/98 16,200 46.96
R. Bass 12/02/98 60,000 45.47
Except as set forth in this paragraph (c), to the best of the knowledge of
each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the Stock since the last 13D
filing.
(d) Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Stock owned by such
Reporting Person.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii). <PAGE>
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: December 3, 1998
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
KEYSTONE, INC.
By: /s/ W.R. Cotham,
Vice President
/s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
THE ROBERT BRUCE MANAGEMENT COMPANY, INC.
DEFINED BENEFIT PENSION TRUST
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Trustee
(1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
the Anne T. and Robert M. Bass Foundation previously has been filed with
the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Anne T. Bass previously has been filed with the Securities and Exchange
Commission.
(3) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
<PAGE>
<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
Exhibit 99.1
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agrees that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
KEYSTONE, INC.
By: /s/ W.R. Cotham,
Vice President
/s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
THE ROBERT BRUCE MANAGEMENT COMPANY, INC.
DEFINED BENEFIT PENSION TRUST
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Trustee
(1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
the Anne T. and Robert M. Bass Foundation previously has been filed with
the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Anne T. Bass previously has been filed with the Securities and Exchange
Commission.
(3) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
