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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): March 6, 2001
SEACOR SMIT INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-12289 13-3542736
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(Commission File Number) (I.R.S. Employer Identification No.)
11200 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77082
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(Address of Principal Executive offices) (Zip Code)
(713) 782-5990
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if changed Since Last Report)
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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
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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.
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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
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Randall Blank
Executive Vice President,
Chief Financial Officer and
Secretary
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EXHIBIT INDEX
Exhibit No. Exhibit
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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.
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