-----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, MA8YM88MuHsNyONK5sb6D+mmrfxVpGlmuWXqqZVv/RL6uxNZgteSaPM8iLBPHR3H nM5pVCyq8xLW+STpBp5Oqw== 0000909518-05-000461.txt : 20050627 0000909518-05-000461.hdr.sgml : 20050627 20050627163635 ACCESSION NUMBER: 0000909518-05-000461 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050627 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050627 DATE AS OF CHANGE: 20050627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEACOR HOLDINGS INC /NEW/ 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: 1934 Act SEC FILE NUMBER: 001-12289 FILM NUMBER: 05917864 BUSINESS ADDRESS: STREET 1: 11200 RICHMOND AVENUE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77082 BUSINESS PHONE: 2818994800 MAIL ADDRESS: STREET 1: 11200 RICHMOND AVENUE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77082 FORMER COMPANY: FORMER CONFORMED NAME: SEACOR SMIT INC DATE OF NAME CHANGE: 19970515 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 jd6-27_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) June 27, 2005 ----------------------- SEACOR Holdings Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-12289 13-3542736 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 11200 Richmond, Suite 400 Houston, Texas 77082 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (281) 899-4800 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |X| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events On June 27, 2005, SEACOR Holdings Inc. and Seabulk International, Inc. issued a joint press release announcing approval by Seabulk International, Inc. ("Seabulk") stockholders of the previously announced merger of Seabulk with a wholly owned subsidiary of SEACOR Holdings Inc. ("SEACOR"), as well as approval by the SEACOR stockholders of the issuance of SEACOR common stock in the merger. Stockholders of SEACOR also elected 10 directors, ratified the appointment of Ernst & Young LLP as independent auditor and approved an increase in the number of authorized shares of SEACOR common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release, dated June 27, 2005 2 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 Holdings Inc. By: /s/ Randall Blank ------------------------------------------ Name: Randall Blank Title: Chief Financial Officer, Executive Vice President and Secretary Date: June 27, 2005 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release, dated June 27, 2005 4 EX-99 2 jd6-27_exhibit.txt 99.1 EXHIBIT 99.1 [Seacor logo] [Seabulk International logo] News Release Contact: Jack O'Connell (Seabulk International, Inc.), 954.627.6386 Randall Blank (SEACOR Holdings Inc.), 212.307.6633 SEABULK INTERNATIONAL AND SEACOR HOLDINGS ANNOUNCE STOCKHOLDER APPROVAL OF MERGER New York, NY, June 27, 2005 -Seabulk International, Inc. (Nasdaq: SBLK) and SEACOR Holdings Inc. (NYSE: CKH) today announced that the stockholders of Seabulk approved the previously announced merger of Seabulk with a subsidiary of SEACOR and the stockholders of SEACOR approved the issuance of SEACOR common stock in connection with the merger. The approvals came at separate meetings held today in New York. Under the terms of the merger agreement, Seabulk's stockholders will receive 0.2694 of a share of SEACOR common stock plus cash of $4.00 for each issued and outstanding share of Seabulk common stock, subject to adjustment under certain conditions. Closing of the transaction is expected on July 1, 2005. The last day of trading in Seabulk stock will be June 30, 2005. In other business conducted at the SEACOR annual meeting, stockholders elected 10 directors, ratified the appointment of Ernst & Young LLP as independent auditor, and approved an increase in the number of authorized shares of common stock. About SEACOR - ------------ SEACOR and its subsidiaries are engaged in the operation of a diversified fleet of offshore support vessels that service oil and gas exploration and development activities in the U.S. Gulf of Mexico, the North Sea, West Africa, Asia, Latin America and other international regions. Other business activities primarily include Environmental Services, Inland River Services, and Aviation Services. Visit SEACOR on the Web at www.seacorholdings.com. About Seabulk - ------------- With a fleet of 144 vessels, Seabulk International is a leading provider of marine support and transportation services, primarily to the energy and chemical industries. Seabulk provides benchmark quality service to its customers based on innovative technology, the highest safety standards, modern efficient equipment and dedicated, professional employees. Visit Seabulk on the Web at www.seabulkinternational.com. Forward-Looking Information - --------------------------- This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of SEACOR's and Seabulk's respective managements and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the relevant forward-looking statements. Additional factors that could cause SEACOR's results to differ materially from those described in the forward-looking statements can be found in SEACOR's Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2004. Additional factors that could cause Seabulk's results to differ materially from those described in the forward-looking statements can be found in Seabulk's Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2004. The companies disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements to reflect any change in the companies' expectations or any change in events, conditions or circumstances on which any such statements are based. Additional Information About the Seabulk Transaction - ---------------------------------------------------- In connection with the proposed merger, SEACOR has filed with the SEC a Registration Statement on Form S-4 that includes a joint proxy statement of SEACOR and Seabulk that also constitutes a prospectus of SEACOR. SEACOR and Seabulk have mailed the joint proxy statement/prospectus to their stockholders. Investors and security holders are urged to read the joint proxy statement/prospectus regarding the proposed merger because it contains important information. You may obtain a free copy of the joint proxy statement/prospectus and other related documents filed by SEACOR and Seabulk with the SEC at the SEC's website at www.sec.gov. The joint proxy statement/prospectus and the other documents may also be obtained for free by accessing SEACOR's website at www.seacorholdings.com or by accessing Seabulk's website at www.seabulkinternational.com. This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. # # # -----END PRIVACY-ENHANCED MESSAGE-----