-----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, WoM6qvqam6UlUilgDkMYi3blF4FPrLNPFa47U9Al0sIc1F+tw2AR0dw156nmSTzf pE80V+ptZVVw/aX9hR0oIw== 0000909518-98-000180.txt : 19980312 0000909518-98-000180.hdr.sgml : 19980312 ACCESSION NUMBER: 0000909518-98-000180 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980303 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980311 SROS: NONE 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: 98563941 BUSINESS ADDRESS: STREET 1: 11200 WESTHEIMER STE 850 CITY: HOUSTON STATE: TX ZIP: 77042 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 SEACOR SMIT INC. 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. ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 012289 13-3542736 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. employer incorporation or organization) File Number) identification no.) 11200 Westheimer, Suite 850, Houston, Texas 77042 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (713) 782-5990 ----------------------- 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 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 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 -------------------------------- Name: Randall Blank Title: Executive Vice President and Chief Financial Officer 4 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 5 EX-99.1 2 LETTER AGREEMENT 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 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 ------------------------------------- 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 ---------------------------------- Name: A.W. Kienhuis Title: Vice-President 2 SCHEDULE 1 Accounts Receivable ------------------- 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 3 EX-99.3 3 PRESS RELEASE 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. -----END PRIVACY-ENHANCED MESSAGE-----