PROSPECTUS Filed Pursuant to Rule 424(b)(3)
Registration No. 333-56842
447,021 Shares
[LOGO] SEACOR SMIT INC.
Common Stock
---------------------
o The selling stockholders named on page 10 are selling 447,021 shares
of our common stock.
o Our common stock is traded on the New York Stock Exchange under the
symbol "CKH." On March 29, 2001, the last reported sale price of the
common stock was $45.50 per share.
o Our executive offices are located at 11200 Richmond Ave., Suite 400,
Houston, Texas 77082 and our telephone number is (713) 782-5990.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 2.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------
The date of this prospectus is March 30, 2001.
NY2:\1030783\03\M3CV03!.DOC\73293.0004
TABLE OF CONTENTS
Page Page
---- ----
RISK FACTORS.............................. 2 USE OF PROCEEDS.......................... 8
ABOUT SEACOR SMIT INC..................... 7 SELLING STOCKHOLDERS..................... 9
WHERE YOU CAN FIND MORE PLAN OF DISTRIBUTION..................... 12
INFORMATION............................. 7 LEGAL MATTERS............................ 13
INCORPORATION OF DOCUMENTS BY EXPERTS.................................. 13
REFERENCE............................... 7
FORWARD-LOOKING
STATEMENTS.............................. 8
You should rely only on the information contained in this document or to which
we have referred you. We have not authorized anyone to provide you with
information or make representations that are different. This document may only
be used where it is legal to sell these securities and is not an offer to sell,
or a solicitation of an offer to buy, these securities in any place where the
offer or sale is not permitted or where the person making such offer or
solicitation is not qualified to do so, or to anyone to whom it is unlawful to
make such offer or solicitation. The information in this document may only be
accurate on the date of this document.
PROSPECTUS SUMMARY
This summary may not contain all the information that may be important to you.
You should read the entire prospectus, including the additional documents to
which we refer you, before making an investment decision. In this prospectus
"we," "our," "us," and "SEACOR" refer to SEACOR SMIT Inc., its consolidated
subsidiaries and its equity interest in Chiles Offshore Inc.
ABOUT SEACOR SMIT INC.
We are a major provider of offshore marine services to the
oil and gas exploration and production industry. We are also one of the leading
providers of oil spill response services to owners of tank vessels and oil
storage, processing and handling facilities, and own a substantial minority
equity interest in a company that owns and operates mobile offshore jackup
drilling rigs.
Additional information regarding us, including our audited
financial statements and descriptions of our business, is contained in the
documents incorporated by reference in this prospectus. See "Where You Can Find
More Information" below and "Incorporation of Documents by Reference" on page 7.
Our executive offices are located at 11200 Richmond Ave,
Suite 400, Houston, Texas 77082 and our telephone number is (713) 782-5990.
RISK FACTORS
We encourage you to consider carefully these risk factors together with all of
the information included or incorporated by reference in this prospectus before
you decide to purchase shares of our common stock.
OUR INDUSTRY IS SUBJECT TO CYCLICALITY, AND A SIGNIFICANT OR PROLONGED DECLINE
IN OIL AND GAS PRICES WOULD LIKELY REDUCE THE LEVEL OF EXPLORATION AND
DEVELOPMENT OF OFFSHORE AREAS, WHICH WOULD RESULT IN A LOWER DEMAND FOR OUR
OFFSHORE MARINE SERVICES AND DRILLING RIGS.
Our industry is highly cyclical. Activity in the offshore
oil and gas exploration and production industry has a significant impact on our
offshore vessel operations and the operations of Chiles Offshore Inc., a
drilling rig company in which we hold an approximate 27% equity interest.
Factors that affect the level of exploration and development of offshore areas
include both short-term and long-term trends in oil and gas prices. In recent
years, oil and gas prices have been extremely volatile and, as a result, the
level of offshore exploration and drilling activity also has been extremely
volatile. Reductions in oil and gas prices generally result in decreased
drilling and production and corresponding decreases in demand for our offshore
vessel services and Chiles' drilling rigs. Decreased demand for these services
and drilling rigs would reduce our revenue and profitability.
WE RELY ON SEVERAL CUSTOMERS FOR A SIGNIFICANT SHARE OF OUR REVENUES. THE LOSS
OF ANY OF THESE CUSTOMERS COULD ADVERSELY AFFECT OUR BUSINESS AND OPERATING
RESULTS.
Customers of our offshore marine services are primarily the
major oil companies and large independent oil and gas exploration and production
companies. The portion of our revenues attributable to any single customer
changes over time, depending on the level of relevant activity by the customer,
our ability to meet the customer's needs, and other factors, many of which are
beyond our control. During 2000, we received approximately 10% of our offshore
marine service operating revenues from Chevron Corporation. During 2000,
National Response Corporation, our oil spill response service subsidiary,
received approximately 18% of its environmental retainer revenue from Citgo
Petroleum Corporation and 17% from Coastal Refining and Marketing, Inc., its two
largest customers.
WE MAY INCUR SIGNIFICANT COSTS, LIABILITIES AND PENALTIES IN COMPLYING WITH
GOVERNMENT REGULATIONS.
Government regulation, such as international conventions,
federal, state and local laws and regulations in jurisdictions where our vessels
operate or are registered, have a significant impact on our offshore marine and
environmental response businesses. These regulations relate to worker health and
safety, the manning, construction and operation of vessels, oil spills and other
aspects of environmental protection.
Risks of incurring substantial compliance costs and
liabilities and penalties for non-compliance, particularly with respect to
environmental laws and regulations, are inherent in our business. If this
happens, it could have a substantial negative impact on our profitability and
financial position. We cannot predict whether we will incur such costs or
penalties in the future.
2
WE FACE INTENSE COMPETITION THAT COULD ADVERSELY AFFECT OUR ABILITY TO INCREASE
OUR MARKET SHARE AND OUR REVENUES.
Our businesses operate in highly competitive industries.
High levels of competition could reduce our revenues, increase our expenses and
reduce our profitability.
In addition to price, service and reputation, important
competitive factors for offshore supply fleets include: customers' national flag
preference, operating conditions and intended use (all of which determine the
suitability of available vessels), complexity of logistical support needs and
presence of equipment in the appropriate geographical locations.
The important competitive factors in the environmental
services business are price, service, reputation, experience and operating
capabilities. In addition, we believe that the absence of uniform environmental
regulation and enforcement on international, federal, state and local levels has
lowered barriers to entry in several market segments and increased the number of
competitors. Our oil spill response business faces competition from the Marine
Spill Response Corporation (a non-profit corporation funded by the major
integrated oil companies), other industry cooperatives and smaller contractors
who target specific market niches.
In the contract drilling business, customers generally
award contracts on a competitive bid basis and contractors can move rigs from
areas of low utilization and day rates to areas of greater activity and higher
day rates. We believe that, as a result, competition for drilling contracts will
continue to be intense for the foreseeable future. Decreases in drilling
activity in a major market could depress day rates and could reduce utilization
of Chiles' rigs. Substantially all of Chiles' competitors in the business of
providing jackup drilling services have substantially larger fleets and are more
established as drilling contractors.
AN INCREASE IN SUPPLY OF OFFSHORE MARINE VESSELS WOULD LIKELY HAVE A NEGATIVE
EFFECT ON THE CHARTER RATES FOR OUR VESSELS, WHICH COULD REDUCE OUR EARNINGS.
Expansion of the worldwide offshore marine fleet would
increase competition in the markets where we operate. Increased refurbishment of
disused or "mothballed" vessels, conversion of vessels from uses other than oil
support and related activities or construction of new vessels could all add
vessel capacity to current worldwide levels. A significant increase in vessel
capacity would lower charter rates and result in a corresponding reduction in
our revenues and profitability.
MARINE-RELATED RISKS COULD LEAD TO THE DISRUPTION OF OUR OFFSHORE MARINE
SERVICES AND TO OUR INCURRENCE OF LIABILITY.
The operation of offshore support vessels is subject to
various risks, including catastrophic marine disaster, adverse weather and sea
conditions, capsizing, grounding, mechanical failure, collision, oil and
hazardous substance spills and navigation errors. These risks could endanger the
safety of our personnel, vessels, cargo, equipment under tow and other property,
as well as the environment. If any of these events were to occur, we could be
held liable for resulting damages. In addition, the affected vessels could be
removed from service and would not be available to generate revenue.
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DRILLING-RELATED RISKS COULD LEAD TO THE DISRUPTION OF CHILES' DRILLING SERVICES
AND TO ITS INCURRENCE OF LIABILITY.
The operation of offshore jackup drilling rigs by Chiles is
subject to various risks, including blowouts, craterings, fires, collisions,
groundings of drilling equipment and adverse weather and sea conditions. These
hazards could damage the environment, cause personal injury or loss of life and
damage or destroy the property and equipment involved. In addition, the rigs
face many of the marine-related risks associated with our offshore support
vessels. If any of these events were to occur, Chiles could incur substantial
liability for oil spills, reservoir damage and other accidents. In addition, the
affected rigs could be removed from service and would not be available to
generate revenue.
INSURANCE COVERAGE MAY NOT PROTECT US FROM ALL OF THE LIABILITIES THAT COULD
ARISE FROM THE RISKS INHERENT IN OUR BUSINESSES.
We maintain insurance coverage against the risks related to
our offshore marine and environmental response services. There can be no
assurance, however, that our existing insurance coverage can be renewed at
commercially reasonable rates or that available coverage will be adequate to
cover future claims. If a loss occurs that is partially or completely uninsured,
we could be exposed to substantial liability.
OUR SIGNIFICANT INTERNATIONAL OPERATIONS ARE SUBJECT TO CURRENCY EXCHANGE RISKS.
To minimize the financial impact of currency fluctuations
and risks arising from fluctuations in currency exchange rates, we attempt to
contract the majority of our services in U.S. dollars. However, in some of our
foreign businesses, we collect revenues and pay expenses in local currency.
Because we conduct substantially all of our operations in U.S. dollars, if the
value of local currencies decline against the U.S. dollar, our operating
revenues in these foreign countries would effectively be reduced. We engage in
certain currency hedging arrangements designed to minimize the effect of
fluctuation in pounds sterling, the currency in the United Kingdom, where most
of our currency exchange risk arises. There can be no assurance, however, that
we will not incur losses in the future as a result of currency exchange rate
fluctuations.
MUCH OF OUR OFFSHORE MARINE OPERATIONS ARE CONDUCTED IN FOREIGN COUNTRIES.
UNSTABLE POLITICAL, MILITARY AND ECONOMIC CONDITIONS IN THOSE COUNTRIES COULD
ADVERSELY AFFECT OUR BUSINESS AND OPERATING RESULTS.
During 2000, approximately 37% of our offshore marine
revenues were derived from foreign operations. These operations are subject to
risks, among other things, of political instability, potential vessel seizure,
nationalization of assets, currency restrictions, import-export quotas and other
forms of public and governmental regulation, all of which are beyond our
control. Economic sanctions or an oil embargo in Nigeria, for example, could
have a significant negative impact on activity in the oil and gas industry in
offshore West Africa, a region in which we operate vessels. In addition, our
offshore support vessel operations in Mexico are significantly affected by
Mexican government policy. We cannot predict whether any such conditions or
events might develop in the future.
4
AS OUR VESSELS BECOME OLDER, WE MAY NOT BE ABLE TO MAINTAIN OR REPLACE OUR
VESSELS.
As of December 31, 2000, the average age of vessels we
owned, excluding our standby safety vessels, was approximately 13.9 years. We
believe that after an offshore supply vessel has been in service for
approximately 25 years, the expense (which typically increases with age)
necessary to satisfy required marine certification standards may not be
economically justifiable. There can be no assurance that we can maintain our
fleet by extending the economic life of existing vessels, or that our financial
resources will be sufficient to enable us to make expenditures necessary for
these purposes or to acquire or build replacement vessels.
SPILL RESPONSE REVENUE IS DEPENDENT UPON THE MAGNITUDE AND NUMBER OF SPILL
RESPONSES.
National Response's spill response revenue can vary greatly
between comparable fiscal periods based on the number and magnitude of spill
responses in any given period. As a result, our revenue and profitability
attributable to this business may vary greatly from period to period.
A RELAXATION OF OIL SPILL REGULATION OR ENFORCEMENT COULD REDUCE DEMAND FOR OUR
SERVICES.
Our environmental response business is dependent upon the
enforcement of regulations promulgated under the federal Oil Pollution Act of
1990 and, to a lesser extent, upon state regulations. Less stringent oil spill
regulations or less aggressive enforcement of these regulations would decrease
demand for National Response's services. We cannot assure you that oil spill
regulation will not be relaxed or enforcement of existing or future regulation
will not become less stringent. If this happens, the demand for our oil spill
response services could be reduced, which could have a negative impact on our
profitability.
NATIONAL RESPONSE RELIES ON BEING CLASSIFIED AS AN "OIL SPILL REMOVAL
ORGANIZATION." A CHANGE IN, OR REVOCATION OF, THIS CLASSIFICATION WOULD RESULT
IN A LOSS OF BUSINESS.
National Response is a classified Oil Spill Removal
Organization, or an "OSRO." OSRO classification is a voluntary process conducted
by the United States Coast Guard. The Coast Guard classifies OSROs based on
their overall ability to respond to various types and sizes of oil spills in
different operating environments, such as rivers/canals, inland waters and
oceans. Coast Guard classified OSROs have a competitive advantage over
non-classified service providers. Customers of a classified OSRO are exempt from
regulations that would otherwise require them to list their oil spill response
resources in filings with the Coast Guard. A loss of National Response's
classification or changes in the requirements could eliminate or diminish
National Response's ability to provide customers with this exemption. If this
happens, we could lose customers, in which case our revenues and profitability
could be reduced.
NATIONAL RESPONSE MAY INCUR LIABILITY IN CONNECTION WITH PROVIDING SPILL
RESPONSE SERVICES.
Although National Response is generally exempt from
liability under the federal Clean Water Act for its own actions and omissions in
providing spill response services, this exemption would not apply if National
Response is found to have been grossly negligent or to have engaged in willful
misconduct, or if National Response fails to provide these services consistent
with applicable regulations and directives under the Clean Water Act. In
addition, the exemption under the federal Clean Water Act would not protect
National Response against liability for personal injury or wrongful death, or
5
against prosecution under other federal or state laws. While most of the U.S.
states in which National Response provides service have adopted similar
exemptions, several states have not. If a court or other applicable authority
determines that National Response does not benefit from federal or state
exemptions from liability in providing spill response services, we could be
liable together with the local contractor and the responsible party for any
resulting damages, including damages caused by others.
IF WE DO NOT RESTRICT THE AMOUNT OF FOREIGN OWNERSHIP OF OUR COMMON STOCK, WE
COULD BE PROHIBITED FROM OPERATING OUR VESSELS IN PARTS OF THE U.S., WHICH WOULD
ADVERSELY AFFECT OUR BUSINESS AND OPERATING RESULTS.
We are subject to the Shipping Act, 1916 and the Merchant
Marine Act of 1920. These Acts govern, among other things, the ownership and
operation of vessels used to carry cargo between U.S. ports. The Acts require
that vessels engaged in the "U.S. coastwise trade" be owned by U.S. citizens and
built in the United States. For a corporation engaged in the U.S. coastwise
trade to be deemed a citizen of the U.S.:
o the corporation must be organized under the laws of the U.S. or of a
state, territory or possession thereof,
o each of the chief executive officer and the chairman of the board of
directors must be a U.S. citizen (and no officer who is not a U.S.
citizen may act in such person's absence),
o no more than a minority of the number of directors of such corporation
necessary to constitute a quorum for the transaction of business can
be non-U.S. citizens and
o at least 75% of the interest in such corporation must be owned by U.S.
"citizens" (as defined in the Acts).
We would be prohibited from operating our vessels in the
U.S. coastwise trade during any period in which we did not comply with these
regulations. To facilitate compliance, our certificate of incorporation:
o limits ownership by foreigners of any class of our capital stock
(including our common stock) to 22.5%, so that foreign ownership will
not exceed the 25.0% permitted. Under certain circumstances our board
of directors may increase this percentage to 24.0%,
o requires a stock certification system with two types of certificates
to aid tracking of ownership, and
o permits our board of directors to make such determinations to
ascertain ownership and implement such limitations as reasonably may
be necessary.
6
ABOUT SEACOR SMIT INC.
We are a major provider of offshore marine services to the oil and
gas exploration and production industry. We are also one of the leading
providers of oil spill response services to owners of tank vessels and oil
storage, processing, and handling facilities, and own a substantial minority
equity interest in a company that owns and operates mobile offshore jackup
drilling rigs.
Additional information regarding SEACOR, including our audited
financial statements and descriptions of our business, is contained in the
documents incorporated by reference in this prospectus. See "Where You Can Find
More Information" below and "Incorporation of Documents by Reference," below.
Our executive offices are located at 11200 Richmond Ave, Suite 400,
Houston, Texas 77082 and our telephone number is (713) 782-5990.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Copies of these reports, proxy statements and
other information may be read and copied at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. You may request copies of these
documents by writing to the SEC and paying a fee for the copying costs. You may
also call the SEC at 1-800-SEC-0330 for further information on the operation of
the Public Reference Room. Our SEC filings are also available to the public from
the SEC's Internet site at http://www.sec.gov. Our common stock is traded on the
New York Stock Exchange and you may inspect the reports, proxy statements and
other information we file with the New York Stock Exchange at its offices
located at 20 Broad Street, New York, New York 10005.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" certain of our
publicly filed documents into this prospectus, which means that we may disclose
material information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus and any
later information that we file with the SEC will automatically update and
supercede this information. We incorporate by reference the documents listed
below and any additional documents we file with the SEC under Sections 13(a) or
14 of the Securities Exchange Act of 1934 until the offering of the common stock
is terminated. This prospectus is part of a registration statement on Form S-3
that we filed with the SEC and does not contain all of the information set forth
in the registration statement.
The following documents that we previously filed with the SEC are
incorporated by reference:
(1) our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (as amended on Form 10-K/A filed on
April 6, 2000);
7
(2) our Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000, June 30, 2000 and
September 30, 2000, filed on May 15, 2000, August 14,
2000 and November 14, 2000, respectively;
(3) our Current Reports on Form 8-K filed on June 16, 2000,
January 18, 2001, March 5, 2001, March 8, 2001 and March
9, 2001; and
(4) the description of our common stock contained in our
registration statements on Form 8-A filed on November
30, 1992 and October 9, 1996, including any amendment or
report filed for the purposes of updating such
description.
We will provide any person to whom a copy of this prospectus is
delivered, on written or oral request, a copy of any or all of the documents
incorporated by reference, other than exhibits to those documents unless
specifically incorporated by reference. You should direct any requests for
documents to SEACOR SMIT Inc., 1370 Avenue of the Americas, 25th Floor, New
York, New York 10019, Attention: Corporate Secretary.
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this
prospectus, including without limitation, statements containing the words
"believes," "anticipates," "hopes," "intends," "expects," "will," "plans," and
other similar words may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results to differ materially from
expectations, including those in the section entitled "Risk Factors." Given
these uncertainties, prospective investors are cautioned not to place undue
reliance on those forward-looking statements. We disclaim any obligation to
update any of those statements or to publicly announce any updates or revisions
to any of the forward-looking statements contained in this prospectus to reflect
any change in our expectations with regard thereto or any change in events,
conditions, circumstances or assumptions underlying the statements.
USE OF PROCEEDS
The shares of common stock are being offered solely for the accounts
of the selling stockholders. We will not receive any proceeds from the sale of
the shares.
8
SELLING STOCKHOLDERS
The following table sets forth the name and the number of shares of
common stock owned by each selling stockholder. We issued the shares of common
stock to the selling stockholders in private transactions on December 20, 2000
and January 9, 2001 in connection with our acquisitions of SCF Corporation and
Plaisance Marine, Inc.
Because the selling stockholders may sell all, a portion or none of
their shares, no estimate can be made of the aggregate number of shares that
each selling stockholder may actually sell or that each selling stockholder will
own upon completion of this offering. The amounts identified as "Total Shares to
be Sold" assume the selling stockholders dispose of all shares of common stock
issued to them in connection with our acquisitions of SCF Corporation and
Plaisance Incorporated. Officers and directors of SEACOR have advised us that
they have no present intent to sell any of the securities registered pursuant to
the registration statement of which this prospectus forms a part.
Mr. Charles Fabrikant, a selling stockholder, has been Chairman of
the Board and Chief Executive Officer of SEACOR since December 1989 and has
served as a director of several SEACOR subsidiaries, including SCF Corporation,
of which he was also Chief Executive Officer until its merger into SEACOR in
2000, since December 1989. Mr. Fabrikant has also been President of SEACOR since
October 1992. Mr. Randall Blank, a selling stockholder, has been Executive Vice
President, Chief Financial Officer and Secretary of SEACOR since December 1989
and is an officer of various subsidiaries of SEACOR including SCF Corporation of
which he was Chief Operating Officer until its merger with SEACOR in 2000.
Messrs. Granville Conway and Andrew Morse, selling stockholders, are directors
of SEACOR and have served in that capacity since December 1989 and June 1998,
respectively. Mr. Michael Gellert, a director of SEACOR, is a general partner of
Windcrest Partners, L.P., a selling stockholder, and was a director of SCF
Corporation until its merger with SEACOR. Mr. Fred Farkouh and Mrs. Martha M.
Farkouh, both selling stockholders are married. The spouse of each of Mrs. Mary
A. Faccio and Mrs. Charlene Furman, each selling stockholders, is a partner of
Mr. Farkouh in the firm of Farkouh, Furman and Faccio, which has been retained
by the Company since 1989 to provide tax, financial advisory, consulting and
accounting services. Ms. Judy C. Plaisance and Mr. Phillip Plaisance, each
selling stockholders, were President and Secretary, respectively, of Plaisance
Marine, Inc. Five barges formerly operated by SCF Corporation are approximately
20% owned by Mr. Fred Farkouh, approximately 10% owned by the husband of Ms.
Mary Faccio, approximately 20% owned by the husband of Ms. Charlene Furman and
50% owned by Mr. Matthew Weber, each Selling Stockholders.
Of the 447,021 shares of SEACOR common stock making up this Offering:
o former stockholders of SCF are offering 375,445 shares
of our common stock (45,053 of which are held in escrow
in the event that an obligation to indemnify SEACOR
arises); and
o former stockholders of Plaisance are offering 71,576
shares of SEACOR common stock.
The shares offered by this prospectus may be offered from time to
time by the selling stockholders named below or by any of their pledgees,
donees, transferees or other successors in interest. The amounts set forth below
are based upon information provided by the selling stockholders and are accurate
9
to the best of our knowledge. It is possible, however, that the selling
stockholders may acquire or dispose of additional shares of common stock from
time to time after the date of this prospectus.
COMMON STOCK OWNED PERCENTAGE OF
COMMON STOCK OWNED TOTAL SHARES TO BE AFTER CLASS AFTER THE
SELLING STOCKHOLDER BEFORE THE OFFERING SOLD THE OFFERING OFFERING
------------------------------------------------ -------------------- -------------------- -------------------- ------------------
Randall Blank (1) 89,643 5,407 84,236 *
Julie P. Callais 17,894 17,894 0 *
Kathleen Anna Clements 27,417 27,417 0 *
Granville Conway (2) 138,500 27,417 111,083 *
Eric Fabrikant Trust (3) 3,789 3,789 0 *
Charles Fabrikant (3) 951,249 26,330 763,074 4.0%
Fabrikant International Corporation (3) 372,727 51,031 321,696 1.7%
Mary A. Faccio 6,095 2,741 3,354 *
Fred Farkouh 926 926 0 *
Martha M. Farkouh 23,600 5,483 18,117 *
Thomas R. Farrell 1,827 1,827 0 *
Thomas Flint 231 231 0 *
Charlene Furman 9,736 5,483 4,253 *
David Gavrin 682 682 0 *
Aaron Gilman 59,944 13,708 46,236 *
Robert Gilman 21,208 13,708 7,500 *
Martin Gold 33,000 3,656 29,344 *
Harlan Fabrikant Trust (3) 3,789 3,789 0 *
Andrew Morse (2) 24,031 2,731 21,300 *
Judy C. Plaisance 17,894 17,894 0 *
Phillip Plaisance 17,894 17,894 0 *
Scott M. Plaisance 17,894 17,894 0 *
Carl Vowell 231 231 0 *
VSS Holding Corporation (3) 103,236 103,236 0 *
Matthew Weber 23,520 8,029 15,491 *
Windcrest Partners, L.P. (4) 380,262 67,593 312,669 1.6%
-------------------------
(1) Shares reported as "Owned Before the Offering" include 57,217 options
exercisable within 60 days to purchase Common Stock and 6,699 shares of
restricted stock over which Mr. Blank exercises sole voting power.
(2) In addition to Common Stock represented as "Owned Before the Offering,"
Granville E. Conway and Andrew Morse each own options exercisable after
the earlier of May 23, 2001 or the date of Company's 2001 Annual Meeting
of Stockholders to purchase 3,000 shares of Common Stock. These options
were issued pursuant to 2000 Stock Option Plan For Non-Employee Directors.
(3) Includes 503,221 shares of common stock that Mr. Fabrikant may be deemed
to own through his interest in, and control of: (i) Fabrikant
International Corporation, of which he is President, the record owner of
372,727 shares of common stock, (ii) Fabrikant International Profit
Sharing Trust of which he is the trustee, the record owner of 19,680
shares of common stock, (iii) Eric Fabrikant Trust, of which he is
Trustee, the record owner of 3,789 shares of common stock, (iv) Harlan
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Fabrikant Trust, of which he is Trustee, the record owner of 3,789 shares
of common stock and (v) VSS Holding Corporation, of which he is President
and sole stockholder, the record owner of 103,236 shares of common stock.
Also includes 344,167 shares of common stock issuable upon the exercise of
options exercisable within 60 days and 34,160 shares of restricted stock
over which Mr. Fabrikant exercises sole voting power.
(4) Michael E. Gellert, a director of SEACOR, is a general partner of
Windcrest Partners, L.P. and, together with all of the general partners
thereof, may be deemed to share beneficial ownership of shares of common
stock beneficially owned thereby.
* Less than 1%.
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PLAN OF DISTRIBUTION
We are registering the shares of our common stock described in this
prospectus for the selling stockholders. Subject to the limitations on the use
of this prospectus described below, the "selling stockholders" also include
persons who receive shares as a gift from a selling stockholder, commonly known
as donees, and persons who receive shares from a selling stockholder as
collateral to secure a loan, commonly known as pledgees, who are selling shares
received from a named selling stockholder after the date of this prospectus. We
will pay all costs, expenses and fees in connection with the registration of the
shares offered by this prospectus. The selling stockholders, however, will pay
for any brokerage commissions and similar selling expenses, if any, attributable
to the sale of their shares. Sales of the shares may be made by selling
stockholders from time to time in one or more types of transactions, which may
include sales in block transactions, in the over-the-counter market, in
negotiated transactions, through put or call options transactions relating to
the shares, through short sales of the shares, or a combination of these methods
of sale, at market prices prevailing at the time of sale or at negotiated
prices. These transactions may or may not involve brokers or dealers. The
selling stockholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities. They also have advised us
that there is no underwriter or coordinating broker acting in connection with
the proposed sale of the shares by the selling stockholders.
The selling stockholders may sell their shares directly to purchasers
or to or through broker-dealers, which may act as agents or principals. These
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders or the purchasers of the shares for
whom the broker-dealers may act as agents or to whom they sell as principal, or
both. The compensation as to a particular broker-dealer might be in excess of
customary commissions.
The selling stockholders may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the common
stock in the course of hedging the positions they assume with the selling
stockholder, including in connection with distributions of the common stock by
the broker-dealers. The selling stockholders may enter into option or other
transactions with broker-dealers that involve the delivery of their shares to
the broker-dealers, who may then resell or otherwise transfer the shares. The
selling stockholders may also loan or pledge their shares to a broker-dealer and
the broker-dealer may sell the shares so loaned or, upon a default, may sell or
otherwise transfer the pledged shares.
The selling stockholders and any broker-dealers that act in
connection with the sale of their shares might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933. In that
event, any commissions received by the broker-dealers and any profit on the
resale of the shares sold by them while acting as principals might be deemed to
be underwriting discounts or commissions under the Securities Act. We have
agreed to indemnify each of the selling stockholders for liabilities they incur
for selling their shares using this prospectus, including liabilities arising
under the Securities Act. The selling stockholders, however, have indemnified us
for any liabilities arising out of information furnished to us on behalf of the
selling stockholder for use in this prospectus. The selling stockholders may
agree to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of their shares against certain liabilities,
including liabilities arising under the Securities Act.
12
Because selling stockholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, the selling
stockholders will be subject to the prospectus delivery requirements of the
Securities Act. We have informed the selling stockholders that the
anti-manipulative rules under the Securities Exchange Act of 1934, including
Regulation M, may apply to their sales in the market.
Selling stockholders may also resell all or a portion of their common
stock in open market transactions in reliance upon the SEC's Rule 144 without
delivering this prospectus, provided they meet the criteria and conform to the
requirements of that rule.
If a selling stockholder notifies us that it has entered into a
material arrangement with a broker-dealer for the sale of that selling
stockholder's shares of common stock through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer, we will, if required, file a supplement or an amendment to this
prospectus. Any such supplement would disclose the name of each of those selling
stockholders and of the participating broker-dealer(s), the number of shares
involved, the price at which the shares were sold, the commissions paid or
discounts or concessions allowed to the broker-dealer(s), where applicable, that
the broker-dealer(s) did not conduct any investigation to verify the information
set out in this prospectus, and the other facts material to the transaction. In
addition, if a selling stockholder notifies us that a donee or pledgee intends
to sell more than 500 shares, we will file a supplement to this prospectus.
Sales of a substantial number of shares of the common stock in the
public market by the selling stockholders or even the potential of such sales
could adversely affect the market price for our common stock, which could have a
direct impact on the value of the shares being offered by the selling
stockholder.
LEGAL MATTERS
The validity of the shares of common stock has been passed upon for
us by Weil, Gotshal & Manges LLP, New York, New York.
EXPERTS
The financial statements and schedule incorporated by reference in
this prospectus from our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (as amended on Form 10-K/A filed on April 6, 2000) have been
audited by Arthur Andersen LLP, independent public accountants, as stated in
their reports with respect thereto, which are incorporated herein by reference,
and have been so incorporated herein in reliance upon the authority of such firm
as experts in accounting and auditing in giving said reports.
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We have not authorized any dealer,
salesperson or other person to
give any information or to make
any representations other than those
contained in this prospectus. You
must not rely on any unauthorized
information. This prospectus does
not offer to sell or buy any [LOGO]
securities in any jurisdiction
where it is unlawful. The information
in this prospectus is current as of
March 30, 2001.
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SEACOR SMIT Inc.
447,021 Shares
of
Common Stock
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P R O S P E C T U S
-------------------
March 30, 2001
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