<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
SEACOR Smit Inc.
(formerly SEACOR Holdings, Inc.)
--------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
81190410-1
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(CUSIP Number)
<TABLE>
<S> <C> <C>
Cees W. D. Bom Cees W. D. Bom with a copy to
Smit International Overseas B.V. Smit Internationale N.V. Myles C. Pollin
Zalmstraat 1 Zalmstraat 1 Sidley & Austin
3016 DS Rotterdam 3016 DS Rotterdam 875 Third Avenue
The Netherlands The Netherlands New York, New York 10022
Tel: (31-10) 454 99 11 Tel: (31-10) 454 99 11 Tel: (212) 906-2307
</TABLE>
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 3, 1998
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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SCHEDULE 13D
CUSIP No. 81190410-1 Page 2 of __ Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Smit International Overseas B.V.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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NUMBER OF 7 SOLE VOTING POWER
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 231,060 Shares
OWNED BY ---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ---------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 231,060 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,060 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 81190410-1 Page 3 of __ Pages
- -----------------------
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Smit Internationale N.V.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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NUMBER OF 7 SOLE VOTING POWER
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 231,060 Shares
OWNED BY ---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ---------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 231,060 Shares
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,060 Shares
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
This Statement, as previously amended by Amendment No. 1, is amended by
this Amendment No. 2 to include the information and to effect the changes set
forth in this Amendment No. 2. Terms used but not defined in this Amendment No.
2 are used as defined in this Statement as originally filed.
A. Repurchase of Common Stock by SEACOR and Related Transactions.
On March 3, 1998, SEACOR repurchased the 712,000 shares of Common Stock
issued to Overseas in the SEACOR Transaction for $37,024,000 in cash, or $52 per
share. Accordingly, all the remaining beneficial ownership by Smit of Common
Stock to which this Statement relates derives from the beneficial ownership of
the $15.25 Million Convertible Notes, and paragraphs (a) and (b) of Item 5 of
this Statement are amended to read in their entireties as follows:
"(a) The aggregate number of shares of Common Stock and the
percentage of the outstanding Common Stock beneficially owned by Overseas
and Smit are 231,060 and 1.7%, respectively. As reported herein, beneficial
ownership by Smit of Common Stock assumes conversion of the $15.25 Million
Convertible Notes into Common Stock. In its Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1997, SEACOR reported that a
total of 13,900,253 shares of Common Stock were outstanding as of November
10, 1997.
"(b) Upon conversion of the $15.25 Million Convertible Notes into
231,060 shares of Common Stock, Smit and Overseas would have the power to
vote 231,060 shares of Common Stock."
As previously disclosed in this Statement, the Bareboat Charter Agreements
also provide for the potential issuance of up to $6.75 million aggregate
principal amount of Additional Convertible Notes. The beneficial ownership of
Common Stock and the ownership of Convertible Notes described herein do not
reflect the potential issuance of Additional Convertible Notes as described in
this paragraph.
Accordingly, (i) paragraph (c) of Item 5 of this Statement is amended by
the disclosure of the repurchase set forth above, to which reference is hereby
made, (ii) paragraph (e) of Item 5 of this Statement is amended by the
disclosure of March 3, 1998 as the date on which each reporting person ceased to
be the beneficial owner of more than 5% of the Common Stock, and (iii)
effectively immediately after the filing of this Amendment No. 2, each of Smit
and Overseas will cease to be a reporting person under this Statement.
Smit beneficially owns the $15.25 Million Convertible Notes for investment
purposes and will evaluate from time to time whether to hold or sell such
securities, although it currently intends to sell them promptly if appropriate
terms can be obtained.
The foregoing repurchase was effected pursuant to a letter agreement dated
as of February 26, 1998 between SEACOR and Smit (the "Letter Agreement").
Pursuant to the Letter Agreement, the following additional transactions have
been effected:
(1) The additional consideration for the assets acquired in the SEACOR
Transaction as described in the fourth paragraph of Item 3 of this
Statement as originally filed has been fixed to equal (i) $20,880,000,
which (subject to paragraph 4 below) was paid by SEACOR to Smit in cash on
March 3, 1998, plus (ii) $23,200,000 aggregate principal amount of five-
year nonconvertible subordinated notes of SEACOR, which will be issued
to Smit on January 1, 1999 and will bear interest at the comparable five-
year United States Treasury Note rate plus 90 basis points.
(2) The termination date of certain non-competition provisions of the
Asset Purchase Agreement has been extended from December 19, 1999 to
December 19, 2001.
(3) The termination date of the Salvage and Maritime Contracting
Agreement has been extended from December 19, 1999 to December 19, 2001.
<PAGE>
(4) Smit purchased from SEACOR $819,945.11 face amount of accounts
receivable generated by certain of the assets sold in the SEACOR
Transaction for 90% of such face amount. The aggregate amount of such
purchase price, $737,950.60 was deducted from the $20,880,000 payable as
described in paragraph (1) above.
As previously disclosed, the Asset Purchase Agreement provides that SEACOR
will use commercially reasonable efforts to nominate and elect to SEACOR's Board
of Directors one person designated by Smit for so long as Smit and its
affiliates collectively beneficially own at least 5% of the outstanding Common
Stock, and, consistent therewith, on April 17, 1997, Antoon W. Kienhuis (a
Managing Director and the Vice President of Smit and a member of its Supervisory
Board) was elected to the Board of Directors of SEACOR. Mr. Kienhuis remains a
member of the Board of Directors of SEACOR.
B. Other Matters.
Schedules I and II to this Statement as originally filed are amended to
read in their respective entireties as Schedules I and II to this Amendment No.
2.
Item 7 of this Statement is amended by adding the following exhibits:
1.3. Letter agreement dated as of February 26, 1998 between SEACOR SMIT
Inc. and Smit Internationale N.V.
This Amendment No. 2 is filed by Smit on behalf of Smit and Overseas,
pursuant to the Agreement with Respect to Schedule 13D filed as Exhibit 10 to
this Statement as originally filed.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: March 4, 1998
SMIT INTERNATIONALE N.V.
By:/s/Antoon W. Kienhuis
----------------------------------------------------
Name: Antoon W. Kienhuis
Title: Managing Director and Vice President
<PAGE>
SCHEDULE I
SINGLE SHAREHOLDER AND EXECUTIVE DIRECTORS OF
SMIT INTERNATIONAL OVERSEAS B.V.
The name, address, occupation and citizenship of each of the single
shareholder and executive directors of Smit International Overseas B.V. are set
forth below:
Single Shareholder:
- ------------------
Smit Internationale N.V.
Zalmstraat 1
3016 DS Rotterdam
The Netherlands
Organized under the laws of The Netherlands
Executive Directors:
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Kienhuis, Antoon Willem
Raadhuislaan 38
3271 BT Mijnsheerenland
The Netherlands
Managing Director and Vice President, Smit Internationale N.V.
Dutch
Buis, Nico Wessel Gerrit
Gooijergracht 165
1251 VE Laren
The Netherlands
Managing Director and President, Smit Internationale N.V.
Dutch
<PAGE>
SCHEDULE II
EXECUTIVE DIRECTORS AND SUPERVISORY DIRECTORS OF
SMIT INTERNATIONALE N.V.
The name, address, occupation and citizenship of each of the executive
directors and supervisory directors of Smit Internationale N.V. are set forth
below:
Executive Directors:
- -------------------
Kienhuis, Antoon Willem
Raadhuislaan 38, 3271 BT Mijnsheerenland
The Netherlands
Managing Director and Vice President, Smit Internationale N.V.
Dutch
Buis, Nico Wessel Gerrit
Gooijergracht 165
1251 VE Laren
The Netherlands
Managing Director and President, Smit Internationale N.V.
Dutch
Supervisory Directors:
- ---------------------
Bax, Jan D.
Bloemcampweg 37
2244 AE Wassenaar
The Netherlands
Director
Dutch
Busker, Manfred Albert
Burg Lepelaarssngl 28
2925 ES Krimpen Aan Den Ijssel
The Netherlands
Former President, Smit Internationale N.V.
Dutch
Mulock Houwer, Willem Antonie
Curacaolaan 20
1213 VK Hilversum
The Netherlands
Director
Dutch
Rood, Max Gustaaf
Koninginneweg 156
1075 EE Amsterdam
The Netherlands
Director
Dutch
van Beuningen, Willem Frederik
'S-Gravenweg 710
3065 SJ Rotterdam
The Netherlands
<PAGE>
Director
Dutch
van Engelshoven, Jean Marie Hubert
Julianaweg 4
2243 HT Wassenaar
The Netherlands
Director
Dutch
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
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No.
1.3. Letter agreement dated as of February 26, 1998 between SEACOR
SMIT Inc. and Smit Internationale N.V.
<PAGE>
SEACOR SMIT Inc.
1370 Avenue of the Americas
25th Floor
New York, New York 10019
February 26, 1998
SMIT Internationale N.V.
Zalmstraat 1
3016 DS Rotterdam
The Netherlands
Dear Sirs:
Reference is made to that Asset Purchase Agreement, dated as of December
19, 1996 (the "Purchase Agreement"), by and among SEACOR SMIT Inc. (formerly,
SEACOR HOLDINGS, Inc.) ("SEACOR"), the subsidiaries of SEACOR listed on Exhibit
A thereto (together with SEACOR, the "Purchasers"), SMIT Internationale N.V., a
corporation organized under the laws of The Netherlands ("SMIT"), and the
subsidiaries of SMIT listed on Exhibit B thereto (together with SMIT, the
"Sellers"). Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to such terms in the Purchase Agreement.
The letter sets forth our mutual understanding and agreement as follows:
1. SEACOR agrees to purchase from SMIT International Overseas B.V. ("SMIT
International"), and SMIT agrees to cause SMIT International to sell, transfer
and assign to SEACOR, 712,000 shares of SEACOR Common Stock (the "Shares") for a
total purchase price (the "Share Purchase Price") of US$37,024,000. SEACOR
agrees to pay the Share Purchase Price to SMIT International on or before March
3, 1998 by wire transfer of immediately available funds to such account as shall
be specified in writing by SMIT to SEACOR against delivery by SMIT International
to SEACOR of certificates representing the Shares duly endorsed in blank or
accompanied by stock powers duly executed in blank and otherwise in proper form
for transfer. SMIT represents that SMIT International is the lawful record and
beneficial owner of the Shares, free and clear of all encumbrances, security
agreements, security interests, pledges, liens, claims restrictions, charges,
options, purchase rights or voting trusts or other rights.
2. SEACOR, on behalf of the Purchasers, and SMIT, on behalf of the
Sellers, hereby agree that the provisions of Section 8.1 of the Purchase
Agreement, relating to non-competition, are hereby amended to provide that such
provisions shall remain in full force and effect through and including December
19, 2001.
3. SEACOR and SMIT agree that the Salvage and Maritime Contracting
Agreement shall remain in full force and effect through and including December
19, 2001.
<PAGE>
4. SEACOR, on behalf of the Purchasers, and SMIT, on behalf of the
Sellers, agree that, notwithstanding anything to the contrary contained in the
Purchase Agreement, the Additional Purchase Price shall consist of the sum of
(i) US$20,880,000, which shall be paid by SEACOR to SMIT on or before March 3,
1998 by wire transfer of immediately available funds to such account as shall be
specified in writing by SMIT to SEACOR and (ii) US$23,200,000, which shall be
paid by the issuance by the Purchasers on January 1, 1999 of Additional Purchase
Price Notes, in the manner provided in Section 3.7(c)(ii) of the Purchase
Agreement and subject to the provisos contained in such Section, provided that,
for purposes thereof, the "Agreed Rate" shall be equal to the comparable five-
year U.S. Treasury Note rate as at January 1, 1999 plus 90 basis points.
----
5. SMIT agrees to purchase from SEACOR, and SEACOR agrees to sell,
transfer and assign to SMIT, all right, title and interest in and to the
accounts receivable identified on Schedule 1 hereto (the "Accounts Receivable")
for a purchase price in U.S. dollars equal to 90% of the aggregate face value of
the Accounts Receivable. The amount of such purchase price may be paid by set-
off and reduction of the amount payable by SEACOR to SMIT on or before March 3,
1998 pursuant to Paragraph 4 above.
This letter constitutes an amendment to the Purchase Agreement and for
purposes of Article 7 of the Purchase Agreement shall be deemed to be a "Related
Document".
Please sign this letter in the space provided below to confirm the mutual
understandings and agreements set forth herein and return a signed copy to the
undersigned.
Very truly yours,
SEACOR SMIT, INC.,
individually and on behalf of all of its
subsidiaries that constitute Purchasers
under the Purchase Agreement or are bound
by the Maritime Contracting and Salvage
Agreement.
By /s/ Randall Blank
-------------------------------------------
Name: Randall Blank
Title: Executive Vice President
Acknowledged and Agreed:
SMIT INTERNATIONALE N.V.
individually and on behalf of all of its subsidiaries that
constitute Sellers under the Purchase Agreement or
<PAGE>
that are bound by the Maritime Contracting and
Salvage Agreement.
By: /s/ A. W. Kienhuis
--------------------------------------
Name: A. W. Kienhuis
Title: Vice-president
Smit Internationale N.V.
