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): September 27, 2002
SEACOR SMIT INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12289 13-3542736
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11200 RICHMOND, SUITE 400
HOUSTON, TEXAS 77082
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 899-4800
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On September 20, 2002, SEACOR SMIT Inc. entered into a firm
commitment underwriting agreement with Morgan Stanley & Co. Incorporated to sell
$200 million of 5-7/8% senior notes due October 1, 2012 under a Registration
Statement (No. 333-53326) on Form S-3 declared effective in January 2002. The
transaction was completed on September 27, 2002, and the notes were issued under
a supplemental indenture to the Senior Debt Indenture previously executed
between SEACOR SMIT Inc. and U.S. Bank National Association, as trustee. Forms
of each of the underwriting agreement and the supplemental indenture are filed
herewith.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------
1.1 Underwriting Agreement, dated as of September 20,
2002, between SEACOR SMIT Inc. and Morgan Stanley &
Co. Incorporated.
4.1 First Supplemental Indenture, dated as of September
27, 2002, to Indenture, dated as of January 10, 2001,
between SEACOR SMIT Inc. and U.S. Bank National
Association.
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 SMIT INC.
Date: September 30, 2002 By: /s/ Randall Blank
---------------------------------
Name: Randall Blank
Title: Executive Vice President,
Chief Financial Officer
and Secretary
3
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
1.1 Underwriting Agreement, dated as of September 20,
2002, between SEACOR SMIT Inc. and Morgan Stanley &
Co. Incorporated.
4.1 First Supplemental Indenture, dated as of September
27, 2002, to Indenture, dated as of January 10, 2001,
between SEACOR SMIT Inc. and U.S. Bank National
Association.
4