-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uj4H9Bfal4RcM3wASaFFxUjpghbysLXfyBKld+dGazc6ssY6AWK+QYzQDV+3CpB+ O/ENOIgjTVbKgyPw/BkCiw== 0000909518-01-000274.txt : 20010312 0000909518-01-000274.hdr.sgml : 20010312 ACCESSION NUMBER: 0000909518-01-000274 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010306 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEACOR SMIT INC CENTRAL INDEX KEY: 0000859598 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 133542736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12289 FILM NUMBER: 1563953 BUSINESS ADDRESS: STREET 1: 11200 RICHMOND AVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77082 BUSINESS PHONE: 7137825990 MAIL ADDRESS: STREET 1: 11200 WESTHEIMER STREET 2: SUITE 850 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: SEACOR HOLDINGS INC DATE OF NAME CHANGE: 19950327 FORMER COMPANY: FORMER CONFORMED NAME: SEACORE HOLDINGS INC DATE OF NAME CHANGE: 19950313 8-K 1 0001.txt ================================================================================ 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 6, 2001 SEACOR SMIT INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-12289 13-3542736 - ------------------------------------- ----------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 11200 RICHMOND AVENUE, SUITE 400 HOUSTON, TEXAS 77082 - -------------------------------------------------------------------------------- (Address of Principal Executive offices) (Zip Code) (713) 782-5990 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if changed Since Last Report) ================================================================================ 73293.0004 ITEM 5. OTHER EVENTS. On March 5, 2001, SEACOR SMIT Inc. ("SEACOR") and Stirling Shipping Company Ltd. ("Stirling"), a private U.K. company based in Glasgow, Scotland, entered into a letter of intent for SEACOR to acquire all of the issued capital stock of Stirling and certain of its subsidiaries. The purchase price to be paid by SEACOR will be based on the adjusted assets less liabilities of Stirling at the date of closing of the transaction, and is estimated to total approximately (pound)58.0 million (approximately U.S. $85.1 million), subject to certain closing adjustments. The purchase price will be paid approximately 50% in cash, 20% in shares of SEACOR common stock, 20% in loan notes and 10% in convertible notes. Stirling's long term debt is projected to be approximately (pound)38.3 million (approximately U.S. $56.2 million) at the time of closing. Through its acquisition of Stirling, SEACOR will acquire twelve vessels, all currently operating in the North Sea and having an average age of 11.7 years, as well as contracts for the construction of two new vessels. Of the twelve vessels, nine are platform supply vessels and three are anchor handling towing supply vessels ("AHTS"). The new construction contracts are for two 15,000 bhp AHTS vessels at a total cost of approximately (pound)31.6 million (approximately U.S. $46.3 million). The vessels will be built in the U.K. and are scheduled for delivery during the first half of 2002. SEACOR intends to retain Stirling's management and vessel crews. It is also intended that James Cowderoy, Managing Director of Stirling, will join SEACOR's senior management and be nominated to serve on SEACOR's Board of Directors. Completion of the transaction is subject to certain due diligence items, execution of definitive documentation and approval of each of Stirling's shareholders and the Boards of Directors of Stirling and SEACOR. The parties anticipate that the transaction will be completed by the end of April 2001. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit No. Exhibit - ----------- ------- 99 Joint Press Release dated March 6, 2001 issued by SEACOR SMIT Inc. and Stirling Shipping Company Ltd., announcing the execution of a letter of intent for SEACOR SMIT Inc. to acquire all of the issued capital stock of Stirling Shipping Company Ltd. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. SEACOR SMIT INC. Date: March 8, 2001 By: /s/ Randall Blank --------------------------------------- Randall Blank Executive Vice President, Chief Financial Officer and Secretary 3 EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99 Joint Press Release dated March 6, 2001 issued by SEACOR SMIT Inc. and Stirling Shipping Company Ltd., announcing the execution of a letter of intent for SEACOR SMIT Inc. to acquire all of the issued capital stock of Stirling Shipping Company Ltd. 4 EX-99 2 0002.txt SEACOR SMIT LOGO STERLING SHIPPING LOGO PRESS RELEASE SEACOR SMIT AND STIRLING SHIPPING SIGN LETTER OF INTENT HOUSTON, TEXAS March 6, 2001 FOR IMMEDIATE RELEASE -- SEACOR SMIT Inc. (NYSE:CKH) and Stirling Shipping Company Ltd. ("Stirling Shipping"), a private UK company based in Glasgow, Scotland, announced today that they had signed a letter of intent for SEACOR to acquire all of the issued share capital of Stirling Shipping and certain subsidiaries. Purchase consideration will be based on the adjusted assets less liabilities of Stirling Shipping at closing and is estimated to total approximately (pound)58.0 million. The purchase price will be payable approximately 50% in cash, 20% in shares of SEACOR common stock, 20% in loan notes and 10% in convertible notes. Stirling's long term debt is projected to be approximately (pound)38.3 million at closing. The final price is subject to certain closing adjustments. Through its acquisition of Stirling Shipping, SEACOR will acquire twelve vessels all currently operating in the North Sea with an average age of 11.7 years and contracts for the construction of two new vessels. Of the twelve vessels, nine are platform supply vessels ("PSVs") and three are anchor handling towing supply vessels ("AHTS"). The new construction contracts are for two 15,000 bhp AHTS vessels at a total cost of approximately (pound)31.6 million. The vessels will be built in the UK and are scheduled for delivery during the first half of 2002. SEACOR intends to retain Stirling Shipping's management and vessel crews. It is also intended that James Cowderoy, Managing Director of Stirling Shipping, will join SEACOR's senior management and be nominated to serve on SEACOR's Board of Directors. Completion of the transaction is subject to certain due diligence items, execution of definitive documentation, approval of Stirling Shipping's shareholders and the Boards of Directors of Stirling Shipping and SEACOR. The parties anticipate that the transaction will be completed by the end of April 2001. Charles Fabrikant, Chairman of SEACOR, commented: "We are pleased to have the opportunity to acquire Stirling Shipping, a company with a strong reputation, excellent management, and a quality fleet. This acquisition modernizes our international fleet and expands our market coverage." James Cowderoy, Managing Director of Stirling Shipping, remarked: "We look forward to becoming an important part of SEACOR SMIT. Our companies' activities are well matched and this deal will enable us to build on each other's respective strengths." SEACOR SMIT 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 US Gulf of Mexico, offshore West Africa, the North Sea, the Far East, Latin America, and other foreign regions and (ii) provision of environmental services domestically and internationally, including marine oil spill response, training, and consulting. This release includes "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Statements herein that describe the company's business strategy, industry outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements, including risks associated with the level of oil and natural gas exploration, the availability of competitive vessels, and the level of oil and natural gas prices. The forward-looking statements included in the release are made only as of the date of this release and the company undertakes no obligation to publicly update the forward-looking statements to reflect subsequent events or circumstances. For additional information, contact Randall Blank at (212) 307-6633 or visit SEACOR's website at www.seacormarine.com. For Stirling Shipping, contact James Cowderoy at +44 141 352 5600 or visit Stirling's website at www.stirling-shipping.com. 2 -----END PRIVACY-ENHANCED MESSAGE-----