SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 3, 1998
SEACOR SMIT Inc.
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(Exact name of registrant as specified in its charter)
Delaware 012289 13-3542736
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(State or other jurisdiction (Commission (I.R.S. employer
incorporation or organization) File Number) identification no.)
11200 Westheimer, Suite 850, Houston, Texas 77042
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (713) 782-5990
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Item 5. Other Events.
On March 3, 1998, SEACOR SMIT Inc. ("SEACOR") and certain of
its subsidiaries consummated transactions that were the subject of a letter
agreement dated February 26, 1998 (the "Letter Agreement") between SEACOR, on
behalf of itself and such subsidiaries, and SMIT Internationale N.V. ("SMIT"),
on behalf of itself and certain of its subsidiaries. A copy of the Letter
Agreement is filed as an exhibit hereto.
Pursuant to the Letter Agreement, SEACOR, among other things,
(i) repurchased 712,000 shares of SEACOR common stock owned by SMIT
International Overseas B.V., a subsidiary of SMIT ("SMIT International"), for an
aggregate purchase price of $37,024,000 (or $52.00 per share) (the "Share
Repurchase") and (ii) prepaid certain contingent obligations (the "Additional
Purchase Consideration") payable to SMIT pursuant to a certain Asset Purchase
Agreement, dated as of December 19, 1996, by and among SEACOR and certain of its
subsidiaries and SMIT and certain of its subsidiaries (the "SMIT Asset Purchase
Agreement"). A copy of the Smit Asset Purchase Agreement is incorporated by
reference as an exhibit hereto. The 712,000 shares of SEACOR common stock
acquired in the Share Repurchase and the Additional Purchase Consideration
constituted partial consideration for SEACOR's acquisition of SMIT's offshore
supply vessel fleet in December 1996 pursuant to the SMIT Asset Purchase
Agreement.
SEACOR satisfied its obligation to pay up to $47.2 million of
Additional Purchase Consideration payable to SMIT in 1999 under the SMIT Asset
Purchase Agreement (which consideration was payable 50% in cash and 50% through
the delivery of five-year subordinated promissory notes) by (i) the payment of
$20.88 million in cash to SMIT on March 3, 1998 and (ii) an agreement to issue
and deliver to SMIT, on January 1, 1999, five-year subordinated promissory notes
in the aggregate principal amount of $23.2 million, which notes will bear
interest at the interest rate per annum payable at such time on comparable
five-year U.S. Treasury Notes plus 90 basis points.
As part of the Letter Agreement, SEACOR and SMIT also agreed
to (i) the extension until December 19, 2001 of the terms of certain
non-competition covenants contained in the SMIT Asset Purchase Agreement and a
certain salvage and maritime contracting agreement and (ii) the purchase by SMIT
of certain accounts receivable held by a subsidiaries of SEACOR for $737,950.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Letter Agreement dated February 26, 1998, between SEACOR SMIT Inc.
and certain of its subsidiaries and SMIT Internationale,
N.V. and certain of its subsidiaries.
2
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99.2 Asset Purchase Agreement, dated as of December 19, 1996, by
and among SEACOR Holdings, Inc. and certain of its
subsidiaries and SMIT International N.V. and certain of its
subsidiaries (incorporated by reference to Exhibit 2.0 to
SEACOR's Current Report on Form 8-K filed December 19, 1996).
99.3 SEACOR press release dated February 26, 1998.
3
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
SEACOR SMIT INC.
(Registrant)
Date: March 11, 1998 By:/s/ Randall Blank
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Name: Randall Blank
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
99.1 Letter Agreement, dated February 26, 1998, between SEACOR SMIT
Inc. and certain of its subsidiaries and SMIT
Internationale, N.V. and certain of its subsidiaries.
99.2 Asset Purchase Agreement, dated as of December 19, 1996, by
and among SEACOR Holdings, Inc. and certain of its
subsidiaries and SMIT International N.V. and certain of its
subsidiaries (incorporated by reference to Exhibit 2.0 to
SEACOR's Current Report on Form 8-K filed December 19, 1996).
99.3 SEACOR press release dated February 26, 1998
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EXHIBIT 99.1
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.
This 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.
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
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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 for 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
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Name: Randall Blank
Title: Executive Vice President and
Chief Financial Officer
Acknowledged and Agreed:
SMIT INTERNATIONALE N.V.
individually and on behalf of all of its subsidiaries that constitute
Sellers under the Purchase Agreement or that are bound by the Maritime
Contracting and Salvage Agreement
By:/s/ A.W. Kienhuis
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Name: A.W. Kienhuis
Title: Vice-President
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SCHEDULE 1
Accounts Receivable
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SMIT LLOYD MALAYSIA - SCHEDULE OF OUTSTANDING INVOICES
INVOICE DESCRIPTION AMOUNT USD
SG/047/7-0077 Smit Lloyd 114 - charter-hire - March 97 160 308,75
SG/045/7-0083 Smit Lloyd 118 - charter-hire - March 97 160 308,75
SG/045/7-0095C SL 25 - consumables credit -24 397,84
SG/047/7-0109 Smit Lloyd 114 - charter-hire - April 97 155 137,50
SG/045/7-0112 Smit Lloyd 118 - charter-hire - April 97 155 137,50
SG/045/7-0156 Smit Lloyd 118 - charter-hire - May 97 131 866,88
SG/047/7-0158 Smit Lloyd 114 - charter-hire - May 97 131 920,74
SG/047/7-0159 Smit Lloyd 114 - demobe fee 7 500,00
SG/045/7-0163 Smit Lloyd 118 - demobe fee 7 500,00
SG/045/7-0208C Smit LLoyd 118 - offhire fuel credit -32 533,48
SG/047/7-0209C Smit Lloyd 114 - offhire fuel credit -32 803,69
818 945,11
r/r 24/2/98
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EXHIBIT 99.3
PRESS RELEASE
SEACOR SMIT ANNOUNCES REPURCHASE OF SECURITIES AND PREPAYMENT OF
PURCHASE CONSIDERATION DUE SMIT INTERNATIONALE
HOUSTON, TEXAS
February 26, 1998
FOR IMMEDIATE RELEASE -- SEACOR SMIT Inc. (NYSE:CKH) announced today that it has
agreed to repurchase from SMIT Internationale NV ("SMIT") 712,000 shares of
SEACOR common stock issued to SMIT as part of the purchase consideration paid
for SEACOR'S acquisition of SMIT's offshore supply vessel fleet in December,
1996 for $37,024,000 or $52.00 per share. SEACOR also agreed to satisfy its
obligation to pay up to an additional $47.2 million of purchase consideration
that would otherwise be payable to SMIT in 1999 through the payment to SMIT of
$20.88 million in cash at a closing scheduled for next week and through the
issuance in January, 1999 of $23.2 million principal amount of five-year
unsecured promissory notes that will bear interest at 90 basis points above the
comparable rate for five year U.S. Treasury notes.
As part of this transaction, SEACOR and SMIT also have agreed to extend the
three year term of the salvage and maritime contracting and non-compete
agreements first established in December 1996 through December 2001.
SMIT continues to have a representative on the SEACOR Board of Directors and
SEACOR and SMIT continue to have common interests in certain offshore supply
vessel joint ventures.
In a related matter, the Company's Board of Directors increased its
authorization to repurchase, from time to time, up to an additional $40.0
million of the Company's common stock and/or 5 3/8% Convertible Subordinated
Notes due November 15, 2006. The repurchase of either the common stock or the
Notes will be conducted through open market purchases or privately negotiated
transactions and, subject to applicable law, will be conducted at such times for
such amounts and at such prices determined to be appropriate under the
circumstances.
SEACOR SMIT Inc. and its subsidiaries engage in two primary activities (i)
operation of a diversified fleet of marine vessels primarily dedicated to
supporting offshore oil and gas exploration and development in the U.S. Gulf of
Mexico, offshore West Africa, the North Sea, Mexico, the Far East and Latin
America, and (ii) provision of environmental services domestically and
internationally, including marine oil spill response, training, and consulting.
For additional information, contact Randall Blank, Executive Vice
President and Chief Financial Officer, at (713) 782-5990 or
(212) 307-6633.
