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
Date of Report (Date of Earliest Event Reported) October 24, 1996
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SEACOR HOLDING, INC.
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(Exact name of registrant as specified in its character)
Delaware 0-2094
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(State or other jurisdiction of incorporation) (Commission
File No.)
13-3542736
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(I.R.S. Employer Identification No.)
11200 Westheimer
Suite 850
Houston, Texas 77042
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Registrant's telephone number, including area code: (713) 783-5990
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Page 1 or 6
(Exhibit Index appears on Page 5)
Item 5. Other Events.
On October 24, 1996 SEACOR Holdings, Inc. commenced a private offering
of $150.0 million principal amount of its convertible subordinated notes due
November 15, 2006, subject to the initial purchasers' over-allotment option
to purchase an additional $22.5 million principal amount of the notes. The
offering is being made to qualified institutional buyers and to a limited
number of institutional accredited investors in offshore transactions exempt
from registration under U.S. federal securities laws.
The Company intends to use the net proceeds from the sale of the notes to
fund its capital expansion program, including the construction of new
vessels, and for general corporate purposes, including acquisitions.
On October 14, 1996, the Company announced that it entered into a letter of
intent with respect to the acquisition of the offshore vessel assets and joint
venture interests owned by SMIT Internationale N.V. and its affiliates with
the purchase price consisting of cash, SEACOR common stock and convertible
notes. The SMIT acquisition and convertible notes offering are independent
transactions and consummation of one is not conditioned upon consummation of
the other.
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Item 7. Financial Statements, PRO FORMA Financial Information and Exhibits.
(c) Exhibits
Press release dated October 24, 1996.
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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.
October 24, 1996. By: /s/ Charles Fabrikant
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Name: Charles Fabrikant
Title: Chairman of the Board, President
and Chief Executive Officer
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EXHIBITS
EXHIBIT NO. EXHIBIT
99.0 Press release dated October 24, 1996.
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PRIVILEGED & CONFIDENTIAL DRAFT II: 10/23/96
ATTORNEYS' WORK PRODUCT
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PRESS RELEASE
HOUSTON, TX
October 24, 1996
FOR IMMEDIATE RELEASE - SEACOR Holdings, Inc. (NYSE: CKH) announced today
that it has commenced a private offering of its $150.0 million principal
amount of convertible subordinated notes due November 15, 2006, subject to
the initial purchasers' over-allotment option to purchase an additional $22.5
million principal amount of the notes. The offering is being made to qualified
institutional buyers and a limited number of institutional accredited
investors and in offshore transactions exempt from registration under U.S.
federal securities laws.
The Company intends to use the net proceeds from the sale of the notes to
fund its capital expansion program, including the construction of new
vessels, and for general corporate purposes, including acquisitions.
On October 14, 1996, the Company announced that it entered into a letter of
intent with respect to the acquisition of the offshore vessel assets and
joint venture interests owned by SMIT Internationale N.V. and its affiliates
with the purchase price consisting of cash, SEACOR common stock and
convertible notes. The SMIT acquisition and the offering of convertible notes
are independent transactions and consummation of one is not conditioned upon
consummation of the other.
The securities offered will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
For additional information, contact Randall Blank, Executive Vice President,
Chief Financial Officer and Secretary of the Company at 212-307-6633.