As filed with the Securities and Exchange Commission on January 18, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SEACOR SMIT INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3542736
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
11200 RICHMOND AVE., SUITE 400
HOUSTON, TEXAS 77082
(713) 782-5990
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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RANDALL BLANK
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND SECRETARY
1370 AVENUE OF THE AMERICAS, 25TH FLOOR
NEW YORK, NEW YORK 10019
(212) 307-6633
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPY TO:
David E. Zeltner, Esq. Deanna L. Kirkpatrick, Esq.
Rod D. Miller, Esq. Davis Polk & Wardwell
WEIL, GOTSHAL & MANGES LLP 450 LEXINGTON AVENUE
767 FIFTH AVENUE NEW YORK, NEW YORK 10017
NEW YORK, NEW YORK 10153 (212) 450-4000
(212) 310-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective. If the only securities
being registered on this form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earliest effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. |_|
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------- -------------------------- -------------------------- ------------------------ -----------------------
Title of Security Amount to be Offering Price Aggregate Offering
to be Registered Registered (1) Per Share (2) Price (2) Registration Fee
--------------------------- -------------------------- -------------------------- ------------------------ -----------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per share 1,136,365 shares $52.25 $59,375,071 $14,844
--------------------------- -------------------------- -------------------------- ------------------------ -----------------------
</TABLE>
(1) Maximum number of shares issuable upon conversion of $50,000,000 in
aggregate principal amount of Registrant's 5- 3/8% Convertible Subordinated
Notes due 2006.
(2) Estimated solely for the purpose of calculating the registration fee.
Calculated on the basis of the average of the high and low reported prices of
the Registrant's Common Stock on the New York Stock Exchange on January 16, 2001
pursuant to Rule 457(c) under the Securities Act of 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
NY2:\964364\14\K_3W14!.DOC\73293.0004
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The information contained in this prospectus is not complete and may be changed.
We may not sell any shares of the common stock wuntil our registration statement
file with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and we are not soliciting offers to buy
these securities inany jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED JANUARY 18, 2001
1,136,365 Shares
SEACOR SMIT INC.
Common Stock
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This prospectus covers the issuance of up to a maximum of 1,136,365 shares
of our common stock, par value $.01 per share, to Credit Suisse First Boston
Corporation under the standby arrangement described in this prospectus under
"Standby Arrangement and Equity Forward Transaction" and the reoffering of any
of our common stock issued under that standby arrangement.
Our common stock is listed on the New York Stock Exchange under the symbol
"CKH." On January 17, 2001, the last reported sale price of our common stock was
$50.25 per share.
Our executive offices are located at 11200 Richmond Ave., Suite 400,
Houston, Texas 77082 and our telephone number is (713) 782-5990.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
CREDIT SUISSE FIRST BOSTON
The date of this prospectus is January __, 2001.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page Page
<S> <C> <C> <C>
PROSPECTUS SUMMARY...................... 3 USE OF PROCEEDS......................... 11
RISK FACTORS............................ 4 STANDBY ARRANGEMENT AND EQUITY
FORWARD-LOOKING STATEMENTS.............. 9 FORWARD TRANSACTION................... 11
WHERE YOU CAN FIND MORE PLAN OF DISTRIBUTION.................... 12
INFORMATION........................... 10 LEGAL MATTERS........................... 13
INCORPORATION OF DOCUMENTS BY EXPERTS................................. 13
REFERENCE............................. 10
</TABLE>
You should rely only on the information contained in this document or to which
we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.
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PROSPECTUS SUMMARY
This summary may not contain all the information that may be important
to you. You should read the entire prospectus, including the additional
documents to which we refer you, before making an investment decision. In this
prospectus "we," "our," "us," and "SEACOR" refer to SEACOR SMIT Inc., its
consolidated subsidiaries and its equity interest in Chiles Offshore Inc.
ABOUT SEACOR SMIT INC.
We are a major provider of offshore marine services to the oil and gas
exploration and production industry. We are also one of the leading providers of
oil spill response services to owners of tank vessels and oil storage,
processing and handling facilities, and own a substantial minority equity
interest in a company that owns and operates mobile offshore jackup drilling
rigs.
Additional information regarding us, including our audited financial
statements and descriptions of our business, is contained in the documents
incorporated by reference in this prospectus. See "Where You Can Find More
Information" below and "Incorporation of Documents by Reference" on page 10.
RECENT DEVELOPMENTS
We have caused US Bank National Association, as trustee, to call for
redemption on February 20, 2001, the redemption date, $50,000,000 of the
$181,600,000 in aggregate principal amount outstanding of our 5-3/8% convertible
subordinated notes due 2006 at a redemption price of $1,029.90, plus accrued
interest from November 15, 2000 to the redemption date of $44.00 for each $1,000
principal amount of the notes. The total redemption price for each $1,000
principal amount of the notes will be $1,044.08. From and after the
redemption date, holders of the notes called for redemption that are not
converted as described below will be entitled only to the total redemption
price, and no further interest will accrue.
The notes are convertible into shares of our common stock at a
conversion price of $44.00 per share or 22.727 shares for each $1,000 principal
amount of the notes. The notes called for redemption may be so converted until
the close of business on February 16, 2001, the conversion termination date. We
will pay cash in lieu of issuing fractional shares of our common stock. We will
not make payments or adjustments on account of any interest accrued on the notes
surrendered for conversion. It is possible that we will, in the future, call all
or a portion of the remaining notes for redemption, although there can be no
assurance as to whether or when we will do so, nor whether any such redemption
will be subject to any standby arrangement as described in "Standby Arrangement
and Equity Forward Transaction" below.
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RISK FACTORS
We encourage you to consider carefully these risk factors together with all of
the information included or incorporated by reference in this prospectus before
you decide to purchase shares of our common stock.
OUR INDUSTRY IS SUBJECT TO CYCLICALITY, AND A SIGNIFICANT OR PROLONGED DECLINE
IN OIL AND GAS PRICES WOULD LIKELY REDUCE THE LEVEL OF EXPLORATION AND
DEVELOPMENT OF OFFSHORE AREAS, WHICH WOULD RESULT IN A LOWER DEMAND FOR OUR
OFFSHORE MARINE SERVICES AND DRILLING RIGS.
Our industry is highly cyclical. Activity in the offshore oil and gas
exploration and production industry has a significant impact on our offshore
vessel operations and the operations of Chiles Offshore Inc., a drilling rig
company in which we hold an approximate 27% equity interest. Factors that affect
the level of exploration and development of offshore areas include both
short-term and long-term trends in oil and gas prices. In recent years, oil and
gas prices have been extremely volatile and, as a result, the level of offshore
exploration and drilling activity also has been extremely volatile. Reductions
in oil and gas prices generally result in decreased drilling and production and
corresponding decreases in demand for our offshore vessel services and Chiles'
drilling rigs. Decreased demand for these services and drilling rigs would
reduce our revenue and profitability.
WE RELY ON SEVERAL CUSTOMERS FOR A SIGNIFICANT SHARE OF OUR REVENUES. THE LOSS
OF ANY OF THESE CUSTOMERS COULD ADVERSELY AFFECT OUR BUSINESS AND OPERATING
RESULTS.
Customers of our offshore marine services are primarily the major oil
companies and large independent oil and gas exploration and production
companies. The portion of our revenues attributable to any single customer
changes over time, depending on the level of relevant activity by the customer,
our ability to meet the customer's needs, and other factors, many of which are
beyond our control. During 1999, we received approximately 10% of our offshore
marine service operating revenues from Chevron Corporation. During 1999,
National Response Corporation, our oil spill response service subsidiary,
received approximately 25% of its environmental retainer revenue from Coastal
Refining and Marketing, Inc. and 13% from Citgo Petroleum Corporation, its two
largest customers.
WE MAY INCUR SIGNIFICANT COSTS, LIABILITIES AND PENALTIES IN COMPLYING WITH
GOVERNMENT REGULATIONS.
Government regulation, such as international conventions, federal,
state and local laws and regulations in jurisdictions where our vessels operate
or are registered, have a significant impact on our offshore marine and
environmental response businesses. These regulations relate to worker health and
safety, the manning, construction and operation of vessels, oil spills and other
aspects of environmental protection.
Risks of incurring substantial compliance costs and liabilities and
penalties for non-compliance, particularly with respect to environmental laws
and regulations, are inherent in our business. If this happens, it could have a
substantial negative impact on our profitability and financial position. We
cannot predict whether we will incur such costs or penalties in the future.
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WE FACE INTENSE COMPETITION, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO
INCREASE OUR MARKET SHARE AND OUR REVENUES.
Our businesses operate in highly competitive industries. High levels of
competition could reduce our revenues, increase our expenses and reduce our
profitability.
In addition to price, service and reputation, important competitive
factors for offshore supply fleets include: customers' national flag preference,
operating conditions and intended use (all of which determine the suitability of
available vessels), complexity of logistical support needs and presence of
equipment in the appropriate geographical locations.
The important competitive factors in the environmental services
business are price, service, reputation, experience and operating capabilities.
In addition, we believe that the absence of uniform environmental regulation and
enforcement on international, federal, state and local levels has lowered
barriers to entry in several market segments and increased the number of
competitors. Our oil spill response business faces competition from the Marine
Spill Response Corporation (a non-profit corporation funded by the major
integrated oil companies), other industry cooperatives and smaller contractors
who target specific market niches.
In the contract drilling business, customers generally award contracts
on a competitive bid basis and contractors can move rigs from areas of low
utilization and day rates to areas of greater activity and higher day rates. We
believe that, as a result, competition for drilling contracts will continue to
be intense for the foreseeable future. Decreases in drilling activity in a major
market could depress day rates and could reduce utilization of Chiles' rigs.
Substantially all of Chiles' competitors in the business of providing jackup
drilling services have substantially larger fleets and are more established as
drilling contractors.
AN INCREASE IN SUPPLY OF OFFSHORE MARINE VESSELS WOULD LIKELY HAVE A NEGATIVE
EFFECT ON THE CHARTER RATES FOR OUR VESSELS, WHICH COULD REDUCE OUR EARNINGS.
Expansion of the worldwide offshore marine fleet would increase
competition in the markets where we operate. Increased refurbishment of disused
or "mothballed" vessels, conversion of vessels from uses other than oil support
and related activities or construction of new vessels could all add vessel
capacity to current worldwide levels. A significant increase in vessel capacity
would lower charter rates and result in a corresponding reduction in our
revenues and profitability.
MARINE-RELATED RISKS COULD LEAD TO THE DISRUPTION OF OUR OFFSHORE MARINE
SERVICES AND TO OUR INCURRENCE OF LIABILITY.
The operation of offshore support vessels is subject to various risks,
including catastrophic marine disaster, adverse weather and sea conditions,
capsizing, grounding, mechanical failure, collision, oil and hazardous substance
spills and navigation errors. These risks could endanger the safety of our
personnel, vessels, cargo, equipment under tow and other property, as well as
the environment. If any of these events were to occur, we could be held liable
for resulting damages. In addition, the affected vessels could be removed from
service and would not be available to generate revenue.
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DRILLING-RELATED RISKS COULD LEAD TO THE DISRUPTION OF CHILES' DRILLING SERVICES
AND TO ITS INCURRENCE OF LIABILITY.
The operation of offshore jackup drilling rigs by Chiles is subject to
various risks, including blowouts, craterings, fires, collisions, groundings of
drilling equipment and adverse weather and sea conditions. These hazards could
damage the environment, cause personal injury or loss of life and damage or
destroy the property and equipment involved. In addition, the rigs face many of
the marine-related risks associated with our offshore support vessels. If any of
these events were to occur, Chiles could incur substantial liability for oil
spills, reservoir damage and other accidents. In addition, the affected rigs
could be removed from service and would not be available to generate revenue.
INSURANCE COVERAGE MAY NOT PROTECT US FROM ALL OF THE LIABILITIES THAT COULD
ARISE FROM THE RISKS INHERENT IN OUR BUSINESSES.
We maintain insurance coverage against the risks related to our
offshore marine and environmental response services. There can be no assurance,
however, that our existing insurance coverage can be renewed at commercially
reasonable rates or that available coverage will be adequate to cover future
claims. If a loss occurs that is partially or completely uninsured, we could be
exposed to substantial liability.
OUR SIGNIFICANT INTERNATIONAL OPERATIONS ARE SUBJECT TO CURRENCY EXCHANGE RISKS.
To minimize the financial impact of currency fluctuations and risks
arising from fluctuations in currency exchange rates, we attempt to contract the
majority of our services in U.S. dollars. However, in some of our foreign
businesses, we collect revenues and pay expenses in local currency. Because we
conduct substantially all of our operations in U.S. dollars, if the value of
local currencies decline against the U.S. dollar, our operating revenues in
these foreign countries would effectively be reduced. We engage in certain
currency hedging arrangements designed to minimize the effect of fluctuation in
pounds sterling, the currency in the United Kingdom, where most of our currency
exchange risk arises. There can be no assurance, however, that we will not incur
losses in the future as a result of currency exchange rate fluctuations.
MUCH OF OUR OFFSHORE MARINE OPERATIONS ARE CONDUCTED IN FOREIGN COUNTRIES.
UNSTABLE POLITICAL, MILITARY AND ECONOMIC CONDITIONS IN THOSE COUNTRIES COULD
ADVERSELY AFFECT OUR BUSINESS AND OPERATING RESULTS.
During 1999, approximately 39% of our offshore marine revenues were
derived from foreign operations. These operations are subject to risks, among
other things, of political instability, potential vessel seizure,
nationalization of assets, currency restrictions, import-export quotas and other
forms of public and governmental regulation, all of which are beyond our
control. Economic sanctions or an oil embargo in Nigeria, for example, could
have a significant negative impact on activity in the oil and gas industry in
offshore West Africa, a region in which we operate vessels. In addition, our
offshore support vessel operations in Mexico are significantly affected by
Mexican government policy. We cannot predict whether any such conditions or
events might develop in the future.
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AS OUR VESSELS BECOME OLDER, WE MAY NOT BE ABLE TO MAINTAIN OR REPLACE OUR
VESSELS.
As of September 30, 2000, the average age of vessels we owned,
excluding our standby safety vessels, was approximately 14.0 years. We believe
that after an offshore supply vessel has been in service for approximately 25
years, the expense (which typically increases with age) necessary to satisfy
required marine certification standards may not be economically justifiable.
There can be no assurance that we can maintain our fleet by extending the
economic life of existing vessels, or that our financial resources will be
sufficient to enable us to make expenditures necessary for these purposes or to
acquire or build replacement vessels.
SPILL RESPONSE REVENUE IS DEPENDENT UPON THE MAGNITUDE AND NUMBER OF SPILL
RESPONSES.
National Response's spill response revenue can vary greatly between
comparable fiscal periods based on the number and magnitude of spill responses
in any given period. As a result, our revenue and profitability attributable to
this business may vary greatly from period to period.
A RELAXATION OF OIL SPILL REGULATION OR ENFORCEMENT COULD REDUCE DEMAND FOR OUR
SERVICES.
Our environmental response business is dependent upon the enforcement
of regulations promulgated under the federal Oil Pollution Act of 1990 and, to a
lesser extent, upon state regulations. Less stringent oil spill regulations or
less aggressive enforcement of these regulations would decrease demand for
National Response's services. We cannot assure you that oil spill regulation
will not be relaxed or enforcement of existing or future regulation will not
become less stringent. If this happens, the demand for our oil spill response
services could be reduced, which could have a negative impact on our
profitability.
NATIONAL RESPONSE RELIES ON BEING CLASSIFIED AS AN "OIL SPILL REMOVAL
ORGANIZATION." A CHANGE IN, OR REVOCATION OF, THIS CLASSIFICATION WOULD RESULT
IN A LOSS OF BUSINESS.
National Response is a classified Oil Spill Removal Organization, or an
"OSRO." OSRO classification is a voluntary process conducted by the United
States Coast Guard. The Coast Guard classifies OSROs based on their overall
ability to respond to various types and sizes of oil spills in different
operating environments, such as rivers/canals, inland waters and oceans. Coast
Guard classified OSROs have a competitive advantage over non-classified service
providers. Customers of a classified OSRO are exempt from regulations that would
otherwise require them to list their oil spill response resources in filings
with the Coast Guard. A loss of National Response's classification or changes in
the requirements could eliminate or diminish National Response's ability to
provide customers with this exemption. If this happens, we could lose customers,
in which case our revenues and profitability could be reduced.
NATIONAL RESPONSE MAY INCUR LIABILITY IN CONNECTION WITH PROVIDING SPILL
RESPONSE SERVICES.
Although National Response is generally exempt from liability under the
federal Clean Water Act for its own actions and omissions in providing spill
response services, this exemption would not apply if National Response is found
to have been grossly negligent or to have engaged in willful misconduct, or if
National Response fails to provide these services consistent with applicable
regulations and directives under the Clean Water Act. In addition, the exemption
under the federal Clean Water Act would not protect National Response against
liability for personal injury or wrongful death, or against prosecution under
other federal or state laws. While most of the U.S. states in which National
Response provides service have adopted similar exemptions, several states have
7
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not. If a court or other applicable authority determines that National Response
does not benefit from federal or state exemptions from liability in providing
spill response services, we could be liable together with the local contractor
and the responsible party for any resulting damages, including damages caused by
others.
IF WE DO NOT RESTRICT THE AMOUNT OF FOREIGN OWNERSHIP OF OUR COMMON STOCK, WE
COULD BE PROHIBITED FROM OPERATING OUR VESSELS IN PARTS OF THE U.S., WHICH WOULD
ADVERSELY AFFECT OUR BUSINESS AND OPERATING RESULTS.
We are subject to the Shipping Act, 1916 and the Merchant Marine Act of
1920. These Acts govern, among other things, the ownership and operation of
vessels used to carry cargo between U.S. ports. The Acts require that vessels
engaged in the "U.S. coastwise trade" be owned by U.S. citizens and built in the
United States. For a corporation engaged in the U.S. coastwise trade to be
deemed a citizen of the U.S.:
o the corporation must be organized under the laws of the U.S.
or of a state, territory or possession thereof,
o each of the chief executive officer and the chairman of the
board of directors must be a U.S. citizen (and no officer who
is not a U.S. citizen may act in such person's absence),
o no more than a minority of the number of directors of such
corporation necessary to constitute a quorum for the
transaction of business can be non-U.S. citizens and
o at least 75% of the interest in such corporation must be owned
by U.S. "citizens" (as defined in the Acts).
We would be prohibited from operating our vessels in the U.S. coastwise
trade during any period in which we did not comply with these regulations. To
facilitate compliance, our certificate of incorporation:
o limits ownership by foreigners of any class of our capital
stock (including our common stock) to 22.5%, so that foreign
ownership will not exceed the 25.0% permitted. Under certain
circumstances our board of directors may increase this
percentage to 24.0%,
o requires a stock certification system with two types of
certificates to aid tracking of ownership, and
o permits our board of directors to make such determinations to
ascertain ownership and implement such limitations as
reasonably may be necessary.
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FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this
prospectus, including without limitation, statements containing the words
"believes," "anticipates," "hopes," "intends," "expects," "will," "plans," and
other similar words may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors, including those described in the section entitled "Risk Factors,"
that may cause our actual results to differ materially from expectations. Given
these uncertainties, prospective investors are cautioned not to place undue
reliance on those forward-looking statements. We disclaim any obligation to
update or to publicly announce any updates or revisions to any of the
forward-looking statements contained or incorporated by reference in this
prospectus to reflect any change in our expectations with regard thereto or any
change in events, conditions, circumstances or assumptions underlying the
statements.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission ("SEC"). Copies of
these reports, proxy statements and other information may be read and copied at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may request copies of these documents by writing to the SEC and
paying a fee for the copying costs. You may also call the SEC at 1-800-SEC-0330
for further information on the operation of the Public Reference Room. Our SEC
filings are also available to the public from the SEC's web site at
http://www.sec.gov. Our common stock is traded on the New York Stock Exchange
and you may inspect the reports, proxy statements and other information we file
with the New York Stock Exchange at its offices located at 20 Broad Street, New
York, New York 10005.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" certain of our publicly
filed documents into this prospectus, which means that we may disclose material
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus and any
later information that we file with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any additional documents we file with the SEC under Sections 13(a) or
14 of the Securities Exchange Act of 1934 until the offering of the common stock
is terminated. This prospectus is part of a registration statement on Form S-3
that we filed with the SEC and does not contain all of the information set forth
in the registration statement.
The following documents that we previously filed with the SEC are
incorporated by reference:
(1) our Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (as amended on Form 10-K/A
filed on April 6, 2000);
(2) our Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000, June 30, 2000 and
September 30, 2000, filed on May 15, 2000, August 14,
2000 and November 14, 2000, respectively;
(3) our Current Reports on Form 8-K filed on June 16,
2000 and January 18, 2001; and
(4) the description of our common stock contained in our
registration statements on Form 8-A filed on November
30, 1992 and October 9, 1996, including any amendment
or report filed for the purposes of updating such
description.
We will provide any person to whom a copy of this prospectus is
delivered, on written or oral request, a copy of any or all of the documents
incorporated by reference, other than exhibits to those documents unless
specifically incorporated by reference. You should direct any requests for
documents to SEACOR SMIT Inc., 1370 Avenue of the Americas, 25th Floor, New
York, New York 10019, Attention: Corporate Secretary.
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USE OF PROCEEDS
We will use the net proceeds, if any, we receive from the sale of our
common stock under the standby arrangement to pay the redemption price for up to
$50,000,000 face amount of any 5-3/8% convertible subordinated notes due 2006
not surrendered for conversion. We will use any other amounts we receive under
the equity forward arrangement described in "Standby Arrangement and Equity
Forward Transaction" below for general corporate purposes. The total amount of
the proceeds, if any, we will receive in connection with the standby arrangement
and equity forward transaction cannot be determined at this time. We will not
receive any cash proceeds from the issuance of our common stock upon the
conversion of the 5-3/8% convertible subordinated notes due 2006 called for
redemption.
STANDBY ARRANGEMENT AND EQUITY FORWARD TRANSACTION
Under a standby purchase agreement, Credit Suisse First Boston
Corporation ("CSFB") has agreed, subject to several conditions, to purchase from
us, at a purchase price of $45.94 per share, the number of shares of our common
stock necessary to provide us with the proceeds to pay the aggregate total
redemption price of up to $50,000,000 face amount of the notes we will redeem on
the redemption date, which will not exceed 1,136,365 shares of our common stock.
CSFB is obligated to take and pay for all of the shares of common stock which it
has agreed to purchase under the standby purchase agreement if any shares are
taken. The number of shares CSFB will purchase from us will be determined by the
aggregate total redemption price of the notes called for redemption that are not
converted into shares of our common stock. The standby purchase agreement
provides that the obligation of CSFB to pay for and accept delivery of any
shares of common stock are subject to the approval of certain legal matters by
their counsel and to certain other conditions, including effectiveness of the
equity forward transaction. This prospectus covers the issuance of any shares
CSFB purchases under the standby purchase agreement and the reoffering of those
shares by CSFB to the public.
As compensation to CSFB for its commitment under the standby purchase
agreement, we will pay to CSFB:
o a standby fee of $300,000; and
o an amount per share equal to $0.04 for each share of our
common stock CSFB purchases from us under the standby purchase
agreement.
We have agreed to indemnify CSFB against a number of liabilities,
including liabilities under the Securities Act of 1933, as amended.
We have also entered into an equity forward transaction with Credit
Suisse First Boston International ("CSFBi"), an affiliate of CSFB, with respect
to any shares of our common stock that CSFB purchases from us under the standby
purchase agreement. The equity forward transaction will be governed by an ISDA
master agreement, including a schedule and a confirmation containing the
specific terms and conditions of the equity forward transaction. A copy of the
ISDA master agreement, the schedule and the confirmation has been filed as an
exhibit to the registration statement of which this prospectus forms a part, and
reference is made to the exhibit for the complete terms of the equity forward
transaction.
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The equity forward transaction provides that at maturity, which will
occur twelve months following the purchase by CSFB of shares of our common stock
under the standby purchase agreement, we will elect to either purchase the
shares covered by the equity forward transaction from CSFBi at a purchase price
described below, or cash settle the transaction as described below. If we elect
to purchase the shares from CSFBi, we will pay a purchase price equal to $45.94
(the purchase price under the standby purchase agreement) plus interest
calculated at LIBOR plus 115 basis points, from the date that CSFB purchases
those shares from us to the date that we purchase those shares from CSFBi. If we
elect to cash settle the transaction, then if the value of the shares at
maturity (determined on the basis of the net proceeds that CSFB is able to
receive upon the sale of those shares in the open market pursuant to this
prospectus) exceeds the purchase price described above, then CSFBi will pay to
us the amount of such excess in cash at maturity. If the purchase price exceeds
the value of the shares at maturity, then we will pay to CSFBi the amount of
such excess in cash at maturity. In addition, CSFBi will pay to us at maturity
the amount of any dividends paid on the shares covered by the equity forward
transaction during the term of the transaction, although we do not currently
expect to pay any dividends on any shares of our common stock during the term of
the equity forward transaction. We will have the right to accelerate the
maturity of the equity forward transaction in whole or in part at any time upon
prior written notice to CSFBi. The equity forward transaction also contains
customary events of default and termination events following which either one or
both parties would have the right to terminate the transaction and make net cash
payments based on the net value of the transaction at the time of termination.
As a result of the equity forward transaction, we will remain
economically exposed to changes in the market value of the shares of our common
stock covered by the transaction, as if we owned those shares ourselves.
PLAN OF DISTRIBUTION
For a description of the standby purchase agreement see "Standby
Arrangement and Equity Forward Transaction." Under the standby purchase
agreement, CSFB may offer to the public any shares of our common stock it
acquires at prices set by CSFB from time to time. CSFB may also make sales to
dealers at prices that represent concessions from the prices at which such
shares are then being offered to the public. CSFB will determine from time to
time the amount of such concessions. CSFB may offer from time to time such
shares of common stock on the New York Stock Exchange. Any common stock so
offered by CSFB will be subject to receipt and acceptance by it and subject to
its right to reject orders in whole or in part.
In order to facilitate the offering of the common stock, CSFB may
engage in transactions that stabilize, maintain or otherwise affect the price of
our common stock. Specifically, CSFB may bid for, and purchase, shares of common
stock in the open market. Finally, CSFB may reclaim concessions allowed to a
dealer for distributing shares of common stock if CSFB repurchases previously
distributed common stock in stabilization transactions or otherwise. Any of
these activities may stabilize or maintain the market price of common stock
above independent market levels. CSFB is not required to engage in these
activities, and may end any of these activities at any time.
From time to time CSFB has provided and continues to provide investment
banking services to us for which they have received customary fees and
commissions.
12
<PAGE>
LEGAL MATTERS
The validity of the shares of common stock has been passed upon for us
by Weil, Gotshal & Manges LLP. Davis Polk & Wardwell will pass on certain legal
matters for CSFB.
EXPERTS
The financial statements and schedule incorporated by reference in this
prospectus from our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (as amended on Form 10-K/A filed on April 6, 2000) have been
audited by Arthur Andersen LLP, independent public accountants, as stated in
their reports with respect thereto, which are incorporated herein by reference,
and have been so incorporated herein in reliance upon the authority of such firm
as experts in accounting and auditing in giving said reports.
13
<PAGE>
1,136,365 Shares
[SEACOR logo]
Common Stock
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various costs and expenses payable
by the Registrant in connection with the sale of the shares being registered
hereby (all of which are estimates other than the SEC registration fee):
SEC registration fee.........................................$14,844
NYSE application fee..........................................14,750*
Printing and engraving expenses................................3,000
Legal fees and expenses.......................................20,000
Accounting fees and expenses...................................5,000
Miscellaneous..................................................2,000
------
Total...............................................$53,294
======
*Assumes issuance of maximum amount hereunder.
Item 15. Indemnification and Limitation of Liability of Directors and Officers.
As more fully described below, Section 145 of the General Corporation
Law of the State of Delaware (the "DGCL") permits Delaware corporations to
indemnify each of their present and former directors or officers under certain
circumstances, provided that such persons acted in good faith and in a manner
which they reasonably believed to be in, or not opposed to, the best interests
of the corporation. Article III of our Amended and Restated By-laws provides
that we will indemnify, to the fullest extent permitted by Section 145 of the
DGCL, as the same may be amended from time to time, all persons whom we may
indemnify pursuant thereto and in the manner prescribed thereby.
Specifically, Section 145 of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
<PAGE>
Section 145 of the DGCL also provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Any such indemnification (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the applicable
standard of conduct set forth above.
Section 145 of the DGCL permits a Delaware corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liability.
Section 102(b) of the DGCL enables a Delaware corporation to include a
provision in its certificate of incorporation eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Our certificate of
incorporation contains provisions that limit the personal liability of each of
our directors to us and our stockholders for monetary damages for breach of
fiduciary duty as a director. These provisions eliminate personal liability to
the fullest extent permitted by the DGCL.
ii
<PAGE>
Item 16. Exhibits.
Number Description
------ -----------
1.1 Form of Standby Purchase Agreement between SEACOR SMIT Inc. and
Credit Suisse First Boston Corporation.
1.2 Form of ISDA Master Agreement between SEACOR SMIT Inc. and Credit
Suisse First Boston Corporation, with attached Schedule and
Confirmation.
3.1 Restated Certificate of Incorporation of SEACOR SMIT Inc.
(incorporated herein by reference to Exhibit 3.1(a) to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1997, and filed with the SEC on August 14, 1997).
3.2 Certificate of Amendment to the Restated Certificate of Incorporation
of SEACOR SMIT Inc. (incorporated herein by reference to Exhibit
3.1(b) to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, and filed with the SEC on August 14,
1997).
3.3 Amended and Restated By-laws of SEACOR Holdings, Inc. (incorporated
herein by reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-8 (No. 333-12637) of SEACOR Holdings, Inc. filed
with the SEC on September 25, 1996).
4.1 Form of Common Stock Certificate (incorporated herein by reference to
the Registration Statement on Form S-1 (No. 333-53744) of SEACOR
Holdings, Inc. filed with the SEC on October 26, 1992, as amended).
5.1 Opinion of Weil, Gotshal & Manges LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Weil, Gotshal & Manges LLP
(included as part of Exhibit 5.1)
24.1 Power of Attorney (included on signature page to the Registration
Statement)
Item 17. Undertakings.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
iii
<PAGE>
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of this
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
this registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) to include any material information
with respect to the plan of distribution not previously
disclosed in this registration statement or any material
change to such information in this registration statement;
(b) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being
registered hereby which remain unsold at the termination of
the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions in Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
iv
<PAGE>
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
v
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on January 17, 2001.
SEACOR SMIT INC.
By: /s/ Randall Blank
---------------------------------------
Randall Blank
Executive Vice President,
Chief Financial Officer and
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles Fabrikant, Randall Blank and Dick
Fagerstal, or either of them, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments
(including all post-effective amendments) to this registration statement, and to
sign any registration statement for the same offering covered by this
registration statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Charles Fabrikant Chairman of the Board of January 17, 2001
----------------------------------- Directors, President and
Charles Fabrikant Chief Executive Officer
(Principal Executive Officer)
/s/ Randall Blank Executive Vice President, Chief January 17, 2001
------------------------------------ Financial Officer and Secretary
Randall Blank (Principal Financial Officer )
vi
<PAGE>
/s/ Lenny P. Dantin Vice President January 17, 2001
----------------------------------- (Principal Accounting Officer
Lenny P. Dantin and Controller)
/s/ Granville E. Conway Director January 17, 2001
-----------------------------------
Granville E. Conway
/s/ Pierre de Demandolx Director January 17, 2001
-----------------------------------
Pierre de Demandolx
/s/ Richard M. Fairbanks III Director January 17, 2001
-----------------------------------
Richard M. Fairbanks III
/s/ Michael E. Gellert Director January 17, 2001
-----------------------------------
Michael E. Gellert
/s/ John Hadjipateras Director January 17, 2001
-----------------------------------
John Hadjipateras
/s/ Antoon Kienhuis Director January 17, 2001
-----------------------------------
Antoon Kienhuis
/s/ Andrew R. Morse Director January 17, 2001
-----------------------------------
Andrew R. Morse
/s/ Stephen Stamas Director January 17, 2001
-----------------------------------
Stephen Stamas
</TABLE>
vii
<PAGE>
EXHIBIT INDEX
Number Description
1.1 Form of Standby Purchase Agreement between SEACOR SMIT Inc.
and Credit Suisse First Boston Corporation.
1.2 Form of ISDA Master Agreement between SEACOR SMIT Inc. and
Credit Suisse First Boston Corporation, with attached Schedule
and Confirmation.
5.1 Opinion of Weil, Gotshal & Manges LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Weil, Gotshal & Manges LLP
(included as part of Exhibit 5.1)
24.1 Power of Attorney (included on signature page to the
Registration Statement)
viii
