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
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SEACOR Holdings 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)
1-12289 13-3542736
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(Commission File Number) (IRS Employer Identification No.)
11200 Richmond, Suite 400
Houston, Texas 77082
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(Address of Principal Executive Offices) (Zip Code)
(281) 899-4800
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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)
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
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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
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Name: Randall Blank
Title: Chief Financial Officer, Executive
Vice President and Secretary
Date: July 1, 2005
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated July 1, 2005
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