-----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, LQAclRQ228iFfheFnfSwEkwXlvU9ikqIu/l+yljy8/Kvgt8lr/3oZheAfo/QepC4 2gLLJ4nRX3qZobZ7YKyKVQ== 0000909518-05-000490.txt : 20050701 0000909518-05-000490.hdr.sgml : 20050701 20050701165709 ACCESSION NUMBER: 0000909518-05-000490 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050701 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050701 DATE AS OF CHANGE: 20050701 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: 05933947 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 jd7-1_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) July 1, 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): |_| 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 2.01. Completion of Acquisition or Disposition of Assets. On July 1, 2005, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 16, 2005, among SEACOR Holdings Inc. ("SEACOR"), SBLK Acquisition Corp., CORBULK LLC, and Seabulk International, Inc. ("Seabulk"), SBLK Acquisition Corp. (a wholly-owned subsidiary of SEACOR) merged with and into Seabulk (the "Merger"). As a result of the Merger, Seabulk will now operate as a wholly-owned subsidiary SEACOR. Pursuant to the Merger Agreement, each outstanding share of common stock of Seabulk was converted into 0.2694 of a share of SEACOR common stock and $4.00 in cash. Based on SEACOR's closing price of $64.30 on June 30, 2005, Seabulk stockholders will receive approximately $21.32 in SEACOR stock and cash for each outstanding share of Seabulk. SEACOR funded the cash portion of the purchase price with cash on hand and cash drawn down from its existing revolving credit facility with DnB NOR Bank ASA. SEACOR's common stock will continue to trade on the New York Stock Exchange under the symbol "CKH". Seabulk common stock has been delisted from the Nasdaq National Market and Seabulk has filed a Form 15 with the Securities and Exchange Commission to terminate the registration of Seabulk common stock under the Securities Exchange Act of 1934, as amended. On July 1, 2005, SEACOR and Seabulk issued a joint press release announcing the completion of the Merger. 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 (a) Financial Statements of Business Acquired. To be filed by amendment not later than 71 calendar days after the date this Current Report is required to be filed. (b) Pro Forma Financial Information. To be filed by amendment not later than 71 calendar days after the date this Current Report is required to be filed. (c) Exhibits. 99.1 Press Release, dated July 1, 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: July 1, 2005 3 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release, dated July 1, 2005 4 EX-99 2 jd7-1ex99_1.txt 99.1 Exhibit 99.1 [Seacor Holdings, Inc. logo] [Seabulk International, Inc. 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 COMPLETION OF MERGER Fort Lauderdale, FL and New York, NY, July 1, 2005 -Seabulk International, Inc. and SEACOR Holdings Inc. (NYSE: CKH) today announced that the merger of Seabulk with a wholly owned subsidiary of SEACOR has been completed. Under the terms of the merger, 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. Based on SEACOR's closing price of $64.30 on June 30, 2005, Seabulk stockholders will receive approximately $21.32 in SEACOR stock and cash for each share of Seabulk. Seabulk stock ceased trading at the close of business on June 30, 2005. Seabulk will now operate as a wholly owned subsidiary of SEACOR. 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----