FILED PURSUANT TO RULE 424(b)(3)
PROSPECTUS REGISTRATION STATEMENT NO. 333-53874
1,136,365 Shares
SEACOR SMIT INC.
Common Stock
This prospectus covers the issuance of up to a maximum of 1,136,365 shares
of our common stock, par value $.01 per share, to Credit Suisse First Boston
Corporation under the standby arrangement described in this prospectus under
"Standby Arrangement and Equity Forward Transaction" and the reoffering of any
of our common stock issued under that standby arrangement.
Our common stock is listed on the New York Stock Exchange under the symbol
"CKH." On April 5, 2001, the last reported sale price of our common stock was
$45.98 per share.
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 4.
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.
CREDIT SUISSE FIRST BOSTON
The date of this prospectus is April 9, 2001.
73293.0020
TABLE OF CONTENTS
Page Page
---- ----
PROSPECTUS SUMMARY............................. 3 USE OF PROCEEDS................................ 11
RISK FACTORS................................... 4 STANDBY ARRANGEMENT AND EQUITY
FORWARD-LOOKING STATEMENTS..................... 9 FORWARD TRANSACTION.......................... 11
WHERE YOU CAN FIND MORE PLAN OF DISTRIBUTION........................... 12
INFORMATION.................................. 10 LEGAL MATTERS.................................. 13
INCORPORATION OF DOCUMENTS BY EXPERTS........................................ 13
REFERENCE.................................... 10
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 that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.
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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
10.
RECENT DEVELOPMENTS
We have caused US Bank National Association, as trustee, to
call for redemption on April 9, 2001, the redemption date, $50,000,000 of the
$96,327,000 in aggregate principal amount outstanding of our 5-3/8% convertible
subordinated notes due 2006 at a redemption price of $1,029.90, plus accrued
interest from November 15, 2000 to the redemption date. The total redemption
price for each $1,000 principal amount of the notes will be $1,051.40. From and
after the redemption date, holders of the notes called for redemption that are
not converted as described below will be entitled only to the total redemption
price, and no further interest will accrue.
The notes are convertible into shares of our common stock
at a conversion price of $44.00 per share, or 22.727 shares, for each $1,000
principal amount of the notes. The notes called for redemption may be so
converted until the close of business on April 6, 2001, the conversion
termination date. We will pay cash in lieu of issuing fractional shares of our
common stock. We will not make payments or adjustments on account of any
interest accrued on the notes surrendered for conversion. On January 18, 2001,
we caused the trustee to call for redemption $50,000,000 in aggregate principal
amount of the notes. The holders of $49,888,000 in aggregate principal amount
elected to convert the notes into shares of our common stock. We redeemed the
balance. It is possible that we will, in the future, call all or a portion of
the remaining notes for redemption, although there can be no assurance as to
whether or when we will do so, nor whether any such redemption will be subject
to any standby arrangement as described in "Standby Arrangement and Equity
Forward Transaction" below.
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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 1999, 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% from Citgo Petroleum Corporation and 17% of its
environmental retainer revenue 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.
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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.
WE FACE INTENSE COMPETITION, WHICH 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.
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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.
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.
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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.
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.
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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
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,
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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.
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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, including those described in the section entitled "Risk Factors,"
that may cause our actual results to differ materially from expectations. Given
these uncertainties, prospective investors are cautioned not to place undue
reliance on those forward-looking statements. We disclaim any obligation to
update or to publicly announce any updates or revisions to any of the
forward-looking statements contained or incorporated by reference 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.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
("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 web 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 supersede 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, 2000;
(2) our Current Reports on Form 8-K filed on
January 18, 2001, March 5, 2001, March 8, 2001 and
March 9, 2001; and
(3) 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
11
for documents to SEACOR SMIT Inc., 1370 Avenue of the Americas, 25th Floor, New
York, New York 10019, Attention: Corporate Secretary.
USE OF PROCEEDS
We will use the net proceeds, if any, we receive from the
sale of our common stock under the standby arrangement to pay the redemption
price for up to $50,000,000 face amount of any 5-3/8% convertible subordinated
notes due 2006 not surrendered for conversion. We will use any other amounts we
receive under the equity forward arrangement described in "Standby Arrangement
and Equity Forward Transaction" below for general corporate purposes. The total
amount of the proceeds, if any, we will receive in connection with the amended
and restated standby arrangement and equity forward transaction cannot be
determined at this time. We will not receive any cash proceeds from the issuance
of our common stock upon the conversion of the 5-3/8% convertible subordinated
notes due 2006 called for redemption.
STANDBY ARRANGEMENT AND EQUITY FORWARD TRANSACTION
Under an amended and restated standby purchase agreement,
Credit Suisse First Boston Corporation ("CSFB") has agreed, subject to several
conditions, to purchase from us, at a purchase price of $46.26 per share, the
number of shares of our common stock necessary to provide us with the proceeds
to pay the aggregate total redemption price of up to $50,000,000 face amount of
the notes we will redeem on the redemption date, which will not exceed 1,136,365
shares of our common stock. CSFB is obligated to take and pay for all of the
shares of common stock which it has agreed to purchase under the amended and
restated standby purchase agreement if any shares are taken. The number of
shares CSFB will purchase from us will be determined by the aggregate total
redemption price of the notes called for redemption that are not converted into
shares of our common stock. The amended and restated standby purchase agreement
provides that the obligation of CSFB to pay for and accept delivery of any
shares of common stock is subject to the approval of certain legal matters by
their counsel and to certain other conditions, including effectiveness of the
equity forward transaction. This prospectus covers the issuance of any shares
CSFB purchases under the amended and restated standby purchase agreement and the
reoffering of those shares by CSFB to the public.
As compensation to CSFB for its commitment under the
amended and restated standby purchase agreement, we will pay to CSFB:
o a total standby fee of $450,000, $300,000 of which has already been paid;
and
o an amount per share equal to $0.04 for each share of our common stock CSFB
purchases from us under the amended and restated standby purchase
agreement.
We have agreed to indemnify CSFB against a number of liabilities,
including liabilities under the Securities Act of 1933, as amended.
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We have also entered into an equity forward transaction with Credit
Suisse First Boston International ("CSFBi"), an affiliate of CSFB, with respect
to any shares of our common stock that CSFB purchases from us under the amended
and restated standby purchase agreement. The equity forward transaction will be
governed by an ISDA master agreement, including a schedule and an amended and
restated confirmation containing the specific terms and conditions of the equity
forward transaction. A copy of the ISDA master agreement, the schedule and a
form of the confirmation has been filed as an exhibit to the registration
statement of which this prospectus forms a part, and reference is made to the
exhibit for the complete terms of the equity forward transaction.
The equity forward transaction provides that at maturity, which will
occur twelve months following the purchase by CSFB of shares of our common stock
under the amended and restated standby purchase agreement, we will elect to
either purchase the shares covered by the equity forward transaction from CSFBi
at a purchase price described below, or cash settle the transaction as described
below. If we elect to purchase the shares from CSFBi, we will pay a purchase
price equal to $46.26 (the purchase price under the amended and restated standby
purchase agreement) plus interest calculated at LIBOR plus 115 basis points,
from the date that CSFB purchases those shares from us to the date that we
purchase those shares from CSFBi. If we elect to cash settle the transaction,
then if the value of the shares at maturity (determined on the basis of the net
proceeds that CSFB is able to receive upon the sale of those shares in the open
market pursuant to this prospectus) exceeds the purchase price described above,
then CSFBi will pay to us the amount of such excess in cash at maturity. If the
purchase price exceeds the value of the shares at maturity, then we will pay to
CSFBi the amount of such excess in cash at maturity. In addition, CSFBi will pay
to us at maturity the amount of any dividends paid on the shares covered by the
equity forward transaction during the term of the transaction, although we do
not currently expect to pay any dividends on any shares of our common stock
during the term of the equity forward transaction. We will have the right to
accelerate the maturity of the equity forward transaction in whole or in part at
any time upon prior written notice to CSFBi. The equity forward transaction also
contains customary events of default and termination events following which
either one or both parties would have the right to terminate the transaction and
make net cash payments based on the net value of the transaction at the time of
termination.
As a result of the equity forward transaction, we will remain
economically exposed to changes in the market value of the shares of our common
stock covered by the transaction, as if we owned those shares ourselves.
PLAN OF DISTRIBUTION
For a description of the amended and restated standby
purchase agreement see "Standby Arrangement and Equity Forward Transaction."
Under the amended and restated standby purchase agreement, CSFB may offer to the
public any shares of our common stock it acquires at prices set by CSFB from
time to time. CSFB may also make sales to dealers at prices that represent
concessions from the prices at which such shares are then being offered to the
public. CSFB will determine from time to time the amount of such concessions.
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CSFB may offer from time to time such shares of common stock on the New York
Stock Exchange. Any common stock so offered by CSFB will be subject to receipt
and acceptance by it and subject to its right to reject orders in whole or in
part.
In order to facilitate the offering of the common stock,
CSFB may engage in transactions that stabilize, maintain or otherwise affect the
price of our common stock. Specifically, CSFB may bid for, and purchase, shares
of common stock in the open market. Finally, CSFB may reclaim concessions
allowed to a dealer for distributing shares of common stock if CSFB repurchases
previously distributed common stock in stabilization transactions or otherwise.
Any of these activities may stabilize or maintain the market price of common
stock above independent market levels. CSFB is not required to engage in these
activities, and may end any of these activities at any time.
From time to time CSFB has provided and continues to
provide investment banking services to us for which they have received customary
fees and commissions.
LEGAL MATTERS
The validity of the shares of common stock has been passed
upon for us by Weil, Gotshal & Manges LLP. Davis Polk & Wardwell will pass on
certain legal matters for CSFB.
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, 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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1,136,365 Shares
[SEACOR logo]
Common Stock