SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ] Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
SEACOR SMIT INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): (4) Proposed maximum aggregate
value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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73293.0004
SEACOR SMIT INC.
11200 Richmond Avenue, Suite 400
Houston, Texas 77082
April 6, 2001
Dear Stockholder:
You are cordially invited to attend the 2001 Annual Meeting of
Stockholders of SEACOR SMIT Inc. (the "Meeting"), which will be held at the
offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, 25th Floor, New York,
New York 10153 on Wednesday, May 16, 2001 at 10:00 a.m., local time. All holders
of record of the Company's outstanding common stock at the close of business on
March 23, 2001 will be entitled to vote at the Meeting.
Directors, officers and other representatives of the Company will be
present at the Meeting and they will be pleased to answer any questions you may
have.
Whether or not you expect to attend the Meeting and regardless of the
number of shares of SEACOR common stock you own, you are encouraged to read the
enclosed Proxy Statement and Annual Report carefully, and to complete, sign,
date and return the enclosed proxy in the postage-paid, self-addressed envelope
provided for such purpose so that your shares will be represented at the
Meeting. The prompt return of proxy cards will ensure the presence of a quorum.
We hope that you will be able to attend and look forward to seeing
you at the Meeting.
Sincerely,
/s/ Charles Fabrikant
Charles Fabrikant
Chairman of the Board
11200 Richmond Avenue, Suite 400
Houston, Texas 77082
SEACOR SMIT INC.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2001
----------------
April 6, 2001
To Our Stockholders:
The Annual Meeting of Stockholders of SEACOR SMIT Inc. (the
"Company") will be held on Wednesday, May 16, 2001, at 10:00 a.m., local time,
at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, 25th Floor, New
York, New York 10153 (the "Meeting"), for the following purposes:
1. To elect nine directors to serve until the 2002 Annual Meeting
of Stockholders. Please see page 6.
2. To ratify the appointment of Arthur Andersen LLP as the
Company's independent auditors for the fiscal year ending
December 31, 2001. Please see page 18.
3. To transact such other business as may properly come before
the Meeting and any adjournments thereof.
Only holders of record of SEACOR common stock at the close of
business on March 23, 2001 will be entitled to notice of and to vote at the
Meeting. YOUR VOTE IS VERY IMPORTANT! Please complete, sign, date and return the
enclosed proxy, whether or not you expect to attend the Meeting, so that your
shares may be represented at the Meeting if you are unable to attend and vote in
person. If you attend the Meeting, you may revoke your proxy and vote your
shares in person.
For the Board of Directors
/s/ Randall Blank
Randall Blank
Executive Vice President,
Chief Financial Officer and Secretary
SEACOR SMIT INC.
11200 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77082
-----------------
PROXY STATEMENT
-----------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
MAY 16, 2001
SOLICITATION OF PROXIES, VOTING AND REVOCATION
GENERAL
This Proxy Statement and the enclosed proxy are being furnished to
holders of record of the common stock, $.01 par value per share (the "Common
Stock"), of SEACOR SMIT Inc., a Delaware corporation ("the Company"), in
connection with the solicitation of proxies by the Board of Directors of the
Company (the "Board") for use at the Annual Meeting of Stockholders to be held
on Wednesday, May 16, 2001 (the "Meeting") and at any adjournments thereof. This
Proxy Statement and the enclosed proxy are first being mailed to stockholders on
April 9, 2001.
VOTING
The Board of Directors has fixed the close of business on March 23,
2001 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Meeting. Each such
stockholder will be entitled to one vote for each share of Common Stock held as
of the Record Date on all matters properly to come before the Meeting, and may
vote in person or by proxy authorized in writing. As of the Record Date, there
were 40,000,000 shares of Common Stock authorized, of which 19,225,114 were
issued and outstanding. The Company has no other voting securities issued or
outstanding.
A list of the Company's stockholders as of the Record Date will be
available for examination by any stockholder, for purposes germane to the
Meeting, during ordinary business hours, for ten days prior to the date of the
Meeting, at the offices of the Company, 1370 Avenue of the Americas, 25th Floor,
New York, New York 10019.
Stockholders are requested to complete, date, sign and promptly
return the accompanying proxy in the enclosed postage-paid, self-addressed
envelope provided for such purpose. Common Stock represented by properly
executed proxies that are received by the Company and not subsequently revoked
will be voted at the Meeting in accordance with the instructions contained
therein. Abstentions and broker non-votes will count towards the determination
of a quorum at the Meeting but will have the effect of votes "Against" a
proposal, and will have no effect on votes counted in connection with director
elections. If instructions are not given, proxies will be voted FOR election as
a director of each of management's nominees named under "Proposal No. 1 -
Election of Directors" in this Proxy Statement and listed under Item 1 of the
enclosed proxy, and FOR ratification of the appointment of Arthur Andersen LLP
as the Company's independent auditors for the fiscal year ending December 31,
2001 under "Proposal No. 2 - Ratification of Appointment of Independent
Auditors" in this Proxy Statement and listed under Item 2 of the enclosed proxy.
As to any matters that may properly come before the Meeting other than those
specified herein, the proxy holders will be entitled to exercise discretionary
authority.
As a matter of policy, proxies, ballots and voting tabulations that
identify individual stockholders are kept confidential by the Company. Such
documents are made available only by the inspectors of election and certain
personnel associated with processing proxies and tabulating votes at the
Meeting. The votes of individual stockholders will not be disclosed except as
may be required by applicable law.
REVOCATION OF PROXIES
A stockholder who so desires may revoke his or its proxy at any time
before it is exercised by: (i) providing written notice to such effect to the
Secretary of the Company, (ii) duly executing a proxy bearing a date subsequent
to that of a previously furnished proxy, or (iii) attending the Meeting and
voting in person. Attendance at the Meeting will not in itself constitute a
revocation of a previously furnished proxy and stockholders who attend the
Meeting in person need not revoke their proxy (if previously furnished) and vote
in person.
SOLICITATION EXPENSES
The Company will bear the costs of solicitation of proxies for the
Meeting. In addition to solicitation by mail, directors, officers and regular
employees of the Company may solicit proxies from stockholders by telephone,
telegram, personal interview or other means. The Company will not incur any
costs beyond those customarily expended for a solicitation of proxies for the
election of directors in the absence of a contest, and said directors, officers
and employees will not receive additional compensation for their solicitation
activities, but may be reimbursed for reasonable out-of-pocket expenses incurred
by them in connection therewith. Brokers, dealers, commercial banks, trust
companies, fiduciaries, custodians and other nominees (collectively, "Nominees")
have been requested to forward proxy solicitation materials to their customers,
and such Nominees will be reimbursed for their reasonable out-of-pocket
expenses. The Company has engaged Proxy Services, Inc. to distribute proxy
materials to various Nominees who are holders of record of the Common Stock.
2
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial
ownership of the Common Stock by: (i) all persons (including any "group" as that
term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) who were known by the Company to be the beneficial
owners of more than 5% of the outstanding Common Stock, (ii) each director of
the Company, (iii) each executive officer of the Company named in the Summary
Compensation Table set forth below under "Executive Compensation," and (iv) all
directors and executive officers of the Company as a group (16 persons). Except
where otherwise indicated in the footnotes to the table, all beneficial
ownership information set forth below is as of as of the most recent practicable
date.
AMOUNT AND NATURE OF
Name of Beneficial Owner (1) Beneficial Ownership (2) Percentage of Class
------------------------------------------------------------ ---------------------------------- --------------------------------
Charles Fabrikant (3) 951,249 4.9%
Randall Blank (4) 89,643 *
Alice N. Gran (5) 8,903 *
Dick Fagerstal (6) 19,549 *
Milton Rose (7) 63,896 *
Granville E. Conway (8) 138,500 *
Pierre de Demandolx (9) ** **
Richard M. Fairbanks III (10) 27,000 *
Michael E. Gellert (11) 380,262 2.0%
John Hadjipateras (12) ** **
Antoon W. Kienhuis (13) ** **
Andrew R. Morse (14) 24,031 *
Stephen Stamas (15) 1,500 *
Baron Capital Group, Inc. (16) 2,358,850 12.3%
767 Fifth Avenue
New York, New York 10153
T. Rowe Price Associates, Inc. (17) 1,473,650 7.7%
100 E. Pratt Street7
Baltimore, Maryland 21202
GeoCapital, LLC (18) 1,464,000 7.6%
767 Fifth Avenue, 45th Floor
New York, New York 10153
Citigroup Inc. (19) 1,447,763 7.5%
399 Park Avenue
New York, New York 10043
US Trust Company of New York (20) 1,018,272 5.3%
114 West 47th Street
New York, New York 10036
3
AMOUNT AND NATURE OF
Name of Beneficial Owner (1) Beneficial Ownership (2) Percentage of Class
------------------------------------------------------------ ---------------------------------- --------------------------------
Dimensional Fund Advisors Inc. (21) 1,002,500 5.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
All directors and executive officers as a group (16 persons) 10,743,048 8.8%
* Less than 1.0%.
** Does not own any shares.
(1) Unless otherwise indicated, the address of each of the persons whose
name appears in the table above is: c/o SEACOR SMIT Inc., 11200
Richmond Avenue, Suite 400, Houston, Texas 77082.
(2) The information contained in the table above reflects "beneficial
ownership" of the Common Stock within the meaning of Rule 13d-3 under
the Exchange Act. Unless otherwise indicated, all shares of Common
Stock are held directly with sole voting and dispositive power.
Beneficial ownership information reflected in the table above includes
shares issuable upon the exercise of outstanding stock options
exercisable within 60 days or upon conversion of the Company's 5 3/8%
Convertible Subordinated Notes due November 15, 2006 (the "5 3/8%
Notes").
(3) Includes 503,221 shares of Common Stock which Mr. Fabrikant may be
deemed to own through his interest in, and control of (i) Fabrikant
International Corporation ("FIC"), of which he is President, the record
owner of 372,727 shares of Common Stock, (ii) Fabrikant International
Profit Sharing Trust (the "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 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) Includes 52,217 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days and 6,699 shares of restricted stock
over which Mr. Blank exercises sole voting power.
(5) Includes 2,403 shares of Common Stock issuable upon the exercise of
options that are exercisable within 60 days and 2,401 shares of
restricted stock over which Ms. Gran exercises sole voting power.
(6) Includes 13,300 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days and 5,124 shares of restricted stock
over which Mr. Fagerstal exercises sole voting power.
(7) Includes 52,252 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days and 3,748 shares of restricted stock
over which Mr. Rose exercises sole voting power.
(8) Does not include: (i) shares of Common Stock owned by Mr. Conway's two
sons, neither of whom are minors or reside with Mr. Conway, (ii) an
aggregate of 28,000 shares of Common Stock owned by Mr. Conway's
children, grandchildren and other relatives (none of whom reside with
Mr. Conway), (iii) 3,000 shares of Common Stock issuable upon exercise
of options that are exercisable after the earlier of May 23, 2001 or
the date of Company's 2001 Annual Meeting of Stockholders; these
options were issued pursuant to the 2000 Stock Option Plan for
Non-Employee Directors.
(9) Does not include 3,000 shares of Common Stock issuable upon exercise of
options that are exercisable after the earlier of May 23, 2001 or the
date of Company's 2001 Annual Meeting of Stockholders; these options
were issued pursuant to the 2000 Stock Option Plan for Non-Employee
Directors.
(10) Does not include 3,000 shares of Common Stock issuable upon exercise of
options that are exercisable after the earlier of May 23, 2001 or the
date of Company's 2001 Annual Meeting of Stockholders; these options
were issued pursuant to the 2000 Stock Option Plan for Non-Employee
Directors.
(11) Includes 380,262 shares of Common Stock owned by Windcrest Partners,
L.P., of which Mr. Gellert is one of two general partners. Does not
include 3,000 shares of Common Stock issuable upon exercise of options
that are exercisable after the earlier of May 23, 2001 or the date of
Company's 2001 Annual Meeting of Stockholders; these options were
issued pursuant to the 2000 Stock Option Plan for Non-Employee
Directors.
(12) Does not include 3,000 shares of Common Stock issuable upon exercise of
options that are exercisable after the earlier of May 23, 2001 or the
date of Company's 2001 Annual Meeting of Stockholders; these options
were issued pursuant to the 2000 Stock Option Plan for Non-Employee
Directors.
4
(13) Does not include 3,000 shares of Common Stock issuable upon exercise of
options that are exercisable after the earlier of May 23, 2001 or the
date of Company's 2001 Annual Meeting of Stockholders; these options
were issued pursuant to the 2000 Stock Option Plan for Non-Employee
Directors.
(14) Does not include 3,000 shares of Common Stock issuable upon exercise of
options that are exercisable after the earlier of May 23, 2001 or the
date of Company's 2001 Annual Meeting of Stockholders; these options
were issued pursuant to the 2000 Stock Option Plan for Non-Employee
Directors.
(15) Does not include 3,000 shares of Common Stock issuable upon exercise of
options that are exercisable after the earlier of May 23, 2001 or the
date of Company's 2001 Annual Meeting of Stockholders; these options
were issued pursuant to the 2000 Stock Option Plan for Non-Employee
Directors.
(16) According to a Schedule 13G filed jointly on February 15, 2001 by Baron
Capital Group, LLC ("BCG"), Robert Baron ("Baron"), BAMCO, Inc.
("BAMCO") and Baron Asset Fund ("BAF"), (1) BCG and Baron jointly
beneficially own 2,358,850 shares, have shared dispositive power with
respect to such shares and shared voting power with respect to
2,341,350 shares; (2) BAMCO beneficially owns 1,731,200 shares and has
shared dispositive and voting power with respect to such shares; (3)
BCM beneficially owns 627,650 shares, has shared dispositive power with
respect to such shares and shared voting power with respect to 610,150
shares; and (4) BAF has beneficial ownership of 1,552,200 shares and
shared dispositive and voting power with respect to such shares. BCG
and Baron disclaim beneficial ownership of shares held by their
respective controlled entities (or the investment advisory clients
thereof) to the extent such shares are held by persons other than BCG
and Baron. BAMCO and BCM disclaim beneficial ownership of shares held
by their investment advisory clients to the extent such shares are held
by persons other than BAMCO, BCM and their affiliates. BAMCO and BCM
are subsidiaries of BCG, BAF is an investment advisory client of BAMCO
and Baron owns a controlling interest in BCG.
(17) According to a Schedule 13G filed on February 12, 2001 by T. Rowe Price
Associates, Inc. ("T. Rowe Price"), T. Rowe Price has sole voting power
with respect to 435,900 shares and sole dispositive power with respect
to 1,473,650.
(18) According to a Schedule 13G filed on March 29, 2001 by GeoCapital LLC
("GeoCapital"), GeoCapital claims that it has the sole power to dispose
of such shares but no power to vote them.
(19) According to a Schedule 13G filed jointly on February 15, 2001 by
Citigroup Inc. ("Citigroup") and Salomon Smith Barney Holdings Inc.
("SSB"), Citigroup beneficially owns 1,447,763 shares, which includes
1,445,313 shares beneficially owned by SSB, a wholly owned subsidiary
of Citigroup. Each of Citigroup and SSB reports shared voting and
dispositive rights with respect to the shares beneficially owned by
such reporting person.
(20) According to a Schedule 13G filed jointly on February 14, 2001 by U.S.
Trust Corporation and United States Trust Company of New York, the
reporting persons have shared voting and dispositive power with respect
to such shares.
(21) According to a Schedule 13G filed on February 2, 2001 by Dimensional
Fund Advisors Inc. ("Dimensional Fund Advisors"), Dimensional Fund
Advisors has sole voting and dispositive power with respect to such
shares, but disclaims beneficial ownership of them.
5
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that each director and
executive officer of the Company and each person owning more than 10% of the
Common Stock report his or its initial ownership of the Common Stock and any
subsequent changes in that ownership to the Securities and Exchange Commission.
The Company is required to disclose in this Proxy Statement any late filings of
such reports with respect to the most recent fiscal year.
Based solely upon a review of copies of forms furnished to the
Company or written representations from certain reporting persons that no Forms
5 were required, the Company believes that during the 2000 fiscal year all
Section 16(a) filing requirements were satisfied, except that one report on Form
3 was filed late on behalf of Mr. John C. Hadjipateras following his appointment
as a director.
PROPOSAL NO. 1
--------------
ELECTION OF DIRECTORS
Pursuant to applicable Delaware law (the jurisdiction of
incorporation of the Company) and the Company's Restated Certificate of
Incorporation (the "Certificate of Incorporation"), the business and affairs of
the Company are managed by or under the direction of the Board. Generally, the
Board oversees the management of the Company's business operations and
determines the corporate policies and appoints the chief executive officer,
chief financial officer and other executive officers of the Company.
Pursuant to the Company's Amended and Restated By-laws currently in
effect (the "By-laws"), the number of directors constituting the Board shall be
no less than five nor more than eleven, as may be fixed from time to time by
resolution of the entire Board. The size of the Board is presently fixed at nine
members. The By-laws provide that directors of the Company are elected annually
to serve until the next annual meeting of stockholders or until their earlier
resignation or removal. Accordingly, at the Meeting, nine directors are to be
elected to serve until the next annual meeting of stockholders or until their
respective successors are duly elected and qualified. All of the management
nominees for director named below are currently directors of the Company. Unless
otherwise specified, proxies will be voted FOR the election of each of the
management nominees named below. The Board does not expect that any of the
nominees will be unable to serve as a director. However, if for any reason one
or more of the nominees is unable to serve, proxies will be voted for such
substitute nominees as the Board may recommend unless otherwise specified in the
proxy.
6
Set forth below is certain biographical information with respect to
each nominee for director:
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
------------------------------------- ----------- ---------------------------------------------------------- --------------
Charles Fabrikant 56 Chairman of the Board, President and December 1989
Chief Executive Officer of the Company
Granville E. Conway (2) 73 President and Chief Executive Officer of December 1989
Cosmopolitan Shipping Co. Inc.
Andrew R. Morse (2) 55 Senior Vice President of Salomon Smith Barney June 1998
Michael E. Gellert (1) 69 General Partner of Windcrest Partners, L.P. December 1989
Stephen Stamas (1) (2) 69 Chairman of The American Assembly of Columbia University December 1992
Richard M. Fairbanks III (1) 60 Managing Director, Center for Strategic and April 1993
International Studies
Pierre de Demandolx 60 Managing Director, Petroleum Development & April 1994
Diversification Ltd.
Antoon W. Kienhuis 58 Retired, former Vice President and Chief Financial April 1997
Officer of Smit Internationale NV
John C. Hadjipateras 50 President, Eagle Ocean Inc. July 2000
(1) Member of the Audit Committee
(2) Member of the Stock Option and Executive Compensation Committee
Charles Fabrikant has been Chairman of the Board and Chief Executive
Officer of SEACOR since December 1989, and President of SEACOR since October
1992. He has also served as a director of certain of SEACOR's subsidiaries since
December 1989. For more than the past five years, Mr. Fabrikant was the Chairman
of the Board and Chief Executive Officer of SCF Corporation ("SCF") until its
merger with the Company in 2000 and President of Fabrikant International
Corporation ("FIC"), each a privately owned corporation engaged in marine
operations and investments. Each of SCF and FIC may be deemed to be an affiliate
of the Company. Mr. Fabrikant is a licensed attorney admitted to practice in the
State of New York and in the District of Columbia.
Granville E. Conway is President and Chief Executive Officer of
Cosmopolitan Shipping Co. Inc. ("Cosmopolitan"), a company based in Green
Village, New Jersey, and primarily engaged in ship management. Mr. Conway has
been employed by Cosmopolitan since March 1950 and is a graduate of the U.S.
Merchant Marine Academy.
Michael E. Gellert has been one of two general partners of Windcrest
Partners, L.P., a New York based investment partnership, for more than the past
five years. Mr. Gellert was a director of SCF from 1984 until its merger with
the Company in 2000 and is currently a director of the following public
corporations: Six Flags, Inc. (Committees: Audit, Compensation and Stock
Option), Devon Energy Corp. (Committees: Compensation and Stock Option), Humana
Inc. (Committees: Audit, Compensation, Investment, Executive), High Speed Access
Corp. (Committees: Audit, Compensation and Executive), Smith Barney World Funds,
Inc., and serves as a member of the Putnam Trust Company Advisory Board to the
Bank of New York.
Stephen Stamas has been the Chairman of The American Assembly of
Columbia University, a New York City based not-for-profit organization involved
in the study of public affairs, since 1987. Mr. Stamas served as the Chairman of
the New York Philharmonic from 1989 until 1996 and as Vice Chairman of the
Rockefeller University from 1995 until 1999. He is Chairman Emeritus and a
director, and was Chairman from 1995 until May 1999, of the Greenwall Foundation
and a director of BNY Hamilton Funds, Inc. From 1973 to 1986, he served as a
Corporate Vice President of Exxon Corporation.
7
Richard M. Fairbanks III is currently Managing Director for Domestic
and International Issues at the Center for Strategic and International Studies
in Washington, D.C., a research organization. From February 1992 until March
1994, he was Senior Counsel in the Washington, D.C. office of Paul, Hastings,
Janofsky & Walker (a law partnership). From September 1985 to February 1992, he
was Managing Partner of that office. Mr. Fairbanks is also a director of
Hercules Incorporated (Committees: Finance and International), GATX Corporation
(Committees: Audit and Nominating) and SpaceLab Inc. (Committee: Audit). He
formerly served as an Ambassador-at-Large for the United States and was
International Chairman of the Pacific Economic Cooperation Council. Mr.
Fairbanks is admitted to practice law in the District of Columbia and before the
United States Supreme Court.
Pierre de Demandolx is the Managing Director of Petroleum Development
and Diversification, a London based consulting agency. Mr. de Demandolx is also
a director of Compagnie Nationale de Navigation ("CNN"), a Paris based public
company majority owned by Worms & Cie. until January 1998 and presently owned by
Compagnie Maritime Belge, whose primary business is shipping. He was the Chief
Executive Officer of CNN from September 1990 to June 1996. From July 1996 until
October 1997, Mr. de Demandolx was the Chairman of the Board of Heli-Union, a
Paris based helicopter transportation company. From 1986 to January 1996, Mr. de
Demandolx was Chairman of Feronia International Shipping ("FISH"), a Paris based
shipping company, and is currently a Director of FISH. Since its inception in
July 1996, Mr. de Demandolx has been the General Partner of DPH Conseils, a
Paris based transportation and energy consulting firm (which became inactive in
February 1999).
Antoon W. Kienhuis was the Vice President and Chief Financial Officer
of Smit Internationale N.V., a Netherlands corporation whose principal business
is maritime contracting, salvage and harbor operations ("Smit"), and the
Managing Director of Smit Internationale Overseas B.V. until his retirement
October 1, 2000. Mr. Kienhuis has held several positions with Smit since 1973.
Andrew R. Morse has been a Senior Vice President - Investments of
Salomon Smith Barney Inc. in New York, an investment banking firm, and Smith
Barney Inc., its predecessor, for more than the past five years. He has been the
Senior Partner of Round Hill Associates, a private investment partnership, since
June 1995 and sits on numerous philanthropic boards.
John C. Hadjipateras is the President and founder of Eagle Ocean
Inc., a marine transportation agency concentrating in sales and purchase,
chartering, insurance and finance in Stamford, Connecticut since its inception
in 1980. He is also Managing Director of Eagle Financial Partners, LLC, a
venture capital management company founded in 1998, and was Managing Director of
Peninsular Maritime Ltd. a shipbrokerage firm, from 1972 until 1993. From 1974
until 1999 Mr. Hadjipateras was a Council member of INTERTANKO, the
International Association of Independent Tanker Owners. From 1985 until 1989 he
was a Board Member of the Greek Shipping Co-operation Committee, and is
currently a Director of KIDSCAPE LTD., and a Member of the Board of Advisors to
the Faculty of Language and Linguistics of Georgetown University.
Directors will be elected by a plurality of the shares of Common
Stock represented in person or by proxy at the Meeting. If you do not wish your
shares to be voted for any particular nominees, please identify those nominees
for whom you "withhold authority" to vote in the appropriate space provided on
the enclosed proxy.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH
OF THE DIRECTOR-NOMINEES NAMED ABOVE.
8
INFORMATION RELATING TO THE BOARD OF DIRECTORS AND
COMMITTEES THEREOF
MEETINGS
During the year ended December 31, 2000, the Board held 8 meetings
and acted by unanimous written consent on one occasion. Each director attended
at least 75% of the aggregate meetings of the Board and all committees of the
Board of which he is a member during his term of service as a director.
COMMITTEES OF THE BOARD
AUDIT COMMITTEE
The Audit Committee, consisting of Messrs. Fairbanks, Gellert, and
Stamas, assists the Board of Directors in fulfilling its responsibility to
oversee management's conduct of the Company's financial reporting process,
including the selection of the Company's outside auditors and the review of the
financial reports and other financial information provided by the Company to any
governmental or regulatory body, the public or other users thereof, the
Company's systems of internal accounting and financial controls and the annual
independent audit of the Company's financial statements.
The Audit Committee held two meetings during the last fiscal year.
The Board of Directors adopted a charter for the audit committee on June 14,
2000, which is attached as Appendix A to this Proxy Statement. All members of
the Audit Committee are "independent" under the rules of the New York Stock
Exchange currently applicable to the Company.
AUDIT COMMITTEE REPORT
The following is the report of the SEACOR SMIT Inc. Audit Committee
with respect to the Company's audited financial statements for fiscal year ended
December 31, 2000.
REVIEW WITH MANAGEMENT
The Audit Committee has reviewed and discussed SEACOR SMIT Inc.'s audited
financial statements with management.
REVIEW AND DISCUSSIONS WITH INDEPENDENT AUDITORS
The Audit Committee has discussed with Arthur Andersen LLP, the Company's
independent auditors, the matters required to be discussed by SAS 61
(Communications with Audit Committees) regarding the auditor's judgments about
the quality of the Company's accounting principles as applied in its financial
reporting.
The Audit Committee has also received the written disclosures and the letter
from Arthur Andersen LLP required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and has discussed with Arthur
Andersen LLP their independence.
9
CONCLUSION
Based on the review and discussions referred to above, the Audit Committee
recommended to the Company's Board of Directors that its audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 for filing with the Securities and Exchange
Commission.
Audit Committee
Michael Gellert
Richard Fairbanks
Stephen Stamas
The information contained in the foregoing report shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that the Company
specifically incorporates it by reference in such filing.
STOCK OPTION AND EXECUTIVE COMPENSATION COMMITTEE
The Stock Option and Executive Compensation Committee is responsible,
subject to the general terms and provisions of the SEACOR SMIT Inc. 1992
Non-Qualified Stock Option Plan (the "1992 Stock Option Plan") and the SEACOR
SMIT Inc. 1996 Share Incentive Plan (the "1996 Share Incentive Plan"), for the
administration and award of restricted stock and stock options under such plans.
In addition, in January 1993, the Board delegated to the committee
responsibility for all matters relating to the determination and award of
executive compensation. Messrs. Stamas, Morse and Conway, each of whom is a
"Non-Employee Director" within the meaning of Rule 16b-3(b) under the Exchange
Act with respect to the 1992 Stock Option Plan and the 1996 Share Incentive
Plan, serve as members of the Stock Option and Executive Compensation Committee.
The Stock Option and Executive Compensation Committee held one meeting during
2000 and acted by unanimous written consent on two occasions.
NOMINATING COMMITTEE
The Company does not maintain a Nominating Committee.
COMPENSATION OF DIRECTORS
Directors of the Company who are officers receive no remuneration by
reason of such directorship and are not compensated for attending meetings of
the Board or standing committees thereof. Directors who are not officers of the
Company receive an annual retainer of $15,000 and $1,500 for every regular Board
and Committee meeting, respectively, that they attend.
Under the 2000 Stock Option Plan for Non-Employee Directors (the
"2000 Non-Employee Director Plan"), Directors who are not employees of the
Company or a subsidiary are, each year, through the 2004 Annual Meeting, granted
an option to purchase 3,000 shares (together with the exercise price, subject to
adjustment) of Common Stock. The exercise price of options granted is the fair
market value per share of the Common Stock on the date of grant. The 2000
Non-Employee Director Plan is administered by the Board of Directors or a
committee designated by the Board. Options granted under the 2000 Non-Employee
Director Plan are exercisable on the first anniversary of, or the first annual
meeting of the Company's stockholders after, the date of grant, for up to ten
years. Subject to certain exceptions, if a Non-Employee Director's service as a
Director is terminated, his or her options that are not then exercisable will
terminate. Exercisable options may, generally, be exercised for a specified time
after termination. In the event of a "Change in Control of the Company," vesting
of all outstanding options granted under the 2000 Non-Employee Director Plan
will be accelerated.
10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain compensation information for
the Company's Chief Executive Officer and each of the four most highly
compensated executive officers of the Company whose aggregate salary and bonus
exceeded $100,000 for the fiscal year ended December 31, 2000 (collectively, the
"Named Executive Officers"). All option and restricted stock grants described in
the table below and related footnotes as having been made prior to June 15, 2000
have been adjusted to give effect to a three-for-two stock split on such date.
Annual Compensation Long-Term Compensation
------------------------- --------------------------------------------------------
Number of Securities All Other
Restricted Stock Underlying Compensation
Position(s) Year Salary ($) Bonus ($) (1) Awards ($) Options (#) ($)(3)
----------- ---- ---------- ------------- ----------- ------------ ------------
Charles Fabrikant, (4) 2000 500,000 600,000 1,184,500 25,000 5,250
Chairman of the Board, President, 1999 500,000 250,000 403,650 52,500 5,000
and Chief Executive Officer 1998 500,000 625,000 1,275,488 37,500 4,800
Randall Blank, (5) 2000 325,000 125,000 216,300 5,000 5,250
Chief Financial Officer, Executive 1999 325,000 125,000 190,181 7,500 5,000
Vice President and Secretary 1998 325,000 225,000 329,995 15,000 4,800
Alice Gran, (6) 2000 200,000 40,000 25,750 - 8,900
Vice President and General Counsel 1999 200,000 40,000 23,288 1,500 6,600
1998 100,000 40,000 14,831 600 -
Milton Rose, (7) 2000 190,000 40,000 92,700 - 5,250
Vice President 1999 190,000 40,000 93,150 750 5,000
1998 190,000 100,000 111,234 750 4,800
Dick Fagerstal, (8) 2000 200,000 165,000 231,750 - 5,250
Vice President and Treasurer 1999 150,000 125,000 77,625 37,500 5,000
1998 140,000 58,333 55,617 750 4,800
(1) Sixty percent of the bonus is paid at the time of the award while the
remaining forty percent is paid in two equal annual installments one
and two years after the date of the grant. Any outstanding balance is
payable upon the death, disability, termination without "cause" of
the employee, or the occurrence of a "change-in-control" of the
Company.
(2) The value indicated is based on the number of shares awarded and the
stock price on the issuance date. The Company provides two kinds of
Restricted Stock Awards. Each award of Type A Restricted Stock ("Type
A Stock") vests in three equal and consecutive annual installments,
commencing on the first anniversary of the date of award. Each award
of Type B Restricted Stock ("Type B Stock") vests approximately one
year from the date of the award. Both types of restricted stock shall
vest immediately upon the death, disability, termination "without
cause" of the employee, or the occurrence of a "change-in-control" of
the Company. If cash dividends are paid by the Corporation, holders
of restricted stock are entitled to receive such dividends whether or
not the shares of restricted stock have vested.
(3) "All Other Compensation" includes contributions made by the Company
to match pre-tax elective deferral contributions (included under
Salary) made by Messrs. Fabrikant, Blank, Rose, and Fagerstal and Ms.
Gran under the SEACOR Savings Plan, a defined contribution plan
established by the Company effective July 1, 1994 which meets the
requirements of Section 401(k) of the Internal Revenue Code of 1986,
as amended (the "Code"). In the case of Ms. Gran, such amount
includes $6,000 for the approximate amount paid for fiscal year 2000
under a defined contribution retirement plan paid by a United Kingdom
subsidiary of the Company.
(4) Mr. Fabrikant was granted restricted stock awards of 22,500, 4,500
and 18,000 shares of Type A Stock pursuant to Restricted Stock
Agreements between the Company and Mr. Fabrikant dated January 29,
1999, February 3, 2000, and February 14, 2001, respectively. Mr.
Fabrikant was granted restricted stock awards of 3,300, 3,300, and
5,000 shares of Type B Stock pursuant to Restricted Stock Agreements
11
between the Company and Mr. Fabrikant dated January 29, 1999,
February 3, 2000, and February 14, 2001, respectively. At December
31, 2000, Mr. Fabrikant held 24,555 shares of restricted stock having
a value of $1,292,207 based upon a closing price of $52.625 per share
of Common Stock on December 29, 2000.
(5) Mr. Blank was granted restricted stock awards of 4,500, 1,500, and
2,000 shares of Type A Stock pursuant to Restricted Stock Agreements
between the Company and Mr. Blank dated January 29, 1999, February 3,
2000, and February 14, 2001, respectively. Mr. Blank was granted
restricted stock awards of 2,175, 2,175, and 2,200 shares of Type B
Stock pursuant to Restricted Stock Agreements between the Company and
Mr. Blank dated January 29, 1999, February 3, 2000, and February 14,
2001 respectively. At December 31, 2000, Mr. Blank held 7,553 shares
of restricted stock having a value of $397,450 based upon a closing
price of $52.625 per share of Common Stock on December 29, 2000.
(6) Ms. Gran joined the Company in 1998. Ms. Gran was granted restricted
stock awards of 300, 450, and 500 shares of Type A Stock pursuant to
Restricted Stock Agreements between the Company and Ms. Gran dated
January 29, 1999, February 3, 2000, and February 14, 2001. At
December 31, 2000, Ms. Gran held 2,150 shares of restricted stock
having a value of $113,143 based upon a closing price of $52.625 per
share of Common Stock on December 29, 2000.
(7) Mr. Rose was granted restricted stock awards of 750, 300, and 300
shares of Type A Stock pursuant to Restricted Stock Agreements
between the Company and Mr. Rose dated January 29, 1999, February 3,
2000, and February 14, 2001, respectively. Mr. Rose was granted
restricted stock awards of 1,500, 1,500, and 1,500 shares of Type B
Stock pursuant to Restricted Stock Agreements between the Company and
Mr. Rose dated January 29, 1999, February 3, 2000, and February 14,
2001, respectively. At December 31, 2000, Mr. Rose held 2,511 shares
of restricted stock having a value of $132,141 based upon a closing
price of $52.625 per share of Common Stock on December 29, 2000.
(8) Mr. Fagerstal was granted restricted stock awards of 375, 750, and
3,000 shares of Type A Stock pursuant to Restricted Stock Agreements
between the Company and Mr. Fagerstal dated January 29, 1999,
February 3, 2000, and February 14, 2001, respectively. Mr. Fagerstal
was granted restricted stock awards of 750, 750, and 1,500 shares of
Type B Stock pursuant to Restricted Stock Agreements between the
Company and Mr. Fagerstal dated January 29, 1999, February 3, 2000,
and February 14, 2001 respectively. At December 31, 2000, Mr.
Fagerstal held 1,749 shares of restricted stock having a value of
$92,041 based upon the closing price of $52.625 per share of Common
Stock on December 29, 2000.
Stock Options
On November 22, 1992, the Company's stockholders adopted the 1992
Stock Option Plan, which provides for the grant of non-qualified options to
purchase shares of Common Stock to officers and key employees of the Company.
The 1992 Stock Option Plan is administered by the Stock Option and Executive
Compensation Committee of the Board. Each option granted to an officer or key
employee must be evidenced by an agreement (an "Option Agreement") containing
terms and provisions established by the Committee in accordance with the 1992
Stock Option Plan.
On April 18, 1996 the Company's stockholders adopted the 1996 Share
Incentive Plan, which provides for the grant of stock options, stock
appreciation rights, restricted stock awards, performance awards and stock units
to officers and key employees of the Company. The 1996 Share Incentive Plan is
administered by the Stock Option and Executive Compensation Committee of the
Board. Each share granted to an officer or employee must be evidenced by an
agreement (a "Restricted Stock Agreement") containing terms and provisions
established by the Committee in accordance with the 1996 Share Incentive Plan.
12
OPTION GRANTS TABLE
On February 14, 2001, the Company granted options with respect to
fiscal year 2000 for a total of 30,000 shares of Common Stock under the 1996
Share Incentive Plan, none of which are exercisable prior to January 31, 2002
and which expire not later than February 14, 2011. The Option Agreements provide
that the beneficial ownership of the options shall become exercisable in three
approximately equal annual installments, commencing on January 31, 2002.
However, 100% beneficial ownership of the options shall vest immediately upon
death, disability, termination without "cause", as defined therein, or the
occurrence of a "change-in-control" of the Company, as defined therein. During
2000 the Company granted additional options with respect to 192,975 shares of
Common Stock under the 1996 Share Incentive Plan, under terms similar to those
noted above. The following table sets forth certain information with respect to
the options granted to the Named Executive Officers:
Individual Grants
----------------------------------------------------------------
Number of Potential Realizable Value
Securities at Assumed Annual Rates of
Underlying Percent of Total Stock Price Appreciation
Options Options Granted to Exercise of for Option Term
Granted Employees Base Price Expiration ------------------------
Name (#) for Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ----------- --------------- ------ ---- --------- ---------
Charles Fabrikant 25,000 83.3 52.25 2/14/2011 1,023,526 2,593,816
Randall Blank 5,000 16.7 52.25 2/14/2011 146,218 370,545
Alice Gran - - - - - -
Milton Rose - - - - - -
Dick Fagerstal - - - - - -
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE
The following table sets forth certain information with respect to
the value of the options outstanding at year-end based on a December 29, 2000
closing price of the Company's Common Stock of $52.625 per share. Options issued
in 2001 in respect of 2000 performance are not included in this table.
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired on Value Realized Options at Fiscal Year-End (#) Fiscal Year-End ($)
Name Exercise (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
------------------------------------------------------------------------------------------------------------------------------
Charles Fabrikant - - 196,111 / 30,000 6,560,482 / 175,000
Randall Blank 24,500 1,088,938 37,667 / 11,333 1,294,750 / 72,500
Milton Rose - - 20,334 / 1,666 740,000 / 6,250
Dick Fagerstal - - 12,950 / 25,600 284,656 / 559,626
Alice Gran - - 334 / 1,068 2,505 / 7,910
EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS
The Company entered into an employment contract with Mr. Rose, dated December
24, 1992 (the "Rose Employment Agreement"). The Rose Employment Agreement
provides for an annual salary of $165,000, subject to adjustment for inflation,
and for the grant of an option for 50,000 shares of Common Stock. The initial
term of the Rose Employment Agreement was two years commencing on January 25,
1993. Since January 25, 1995, the Rose Employment Agreement has been subject to
automatic renewal for one-year periods unless either party gives 180 days'
written notice of termination to the other party. No such notice has been given
to date and, accordingly, the terms of the Rose Employment Agreement remain in
effect, although the Board of Directors has authorized salary payments exceeding
the amounts set forth in the Rose Employment Agreement. In the event of a change
in control of the Company (as defined in the Rose Employment Agreement), Mr.
Rose has the option of a one-time extension of the Rose Employment Agreement for
a three-year period.
13
In the event Mr. Rose's employment is terminated because (i) he is
discharged by the Company for reasons other than for "Cause" (as defined
therein), (ii) he involuntarily resigns at the request of the Company, for
reasons other than for "Cause," or (iii) he resigns following the assignment of
duties which are inconsistent with employment in the capacity of a president of
a subsidiary of the Company, he then is entitled to receive a one-time severance
payment equal to his base salary (excluding bonuses and incentive compensation)
for a period of 12 months after the occurrence of any such event.
In addition, subject to certain limitations, the Rose Employment
Agreement specifies that the Company must continue to provide any then-existing
life and health insurance benefits to which Mr. Rose, through the Rose
Employment Agreement, and his respective dependents are entitled for a period of
one year after the termination of his employment or until he obtains other
employment pursuant to which comparable life and health insurance benefits are
provided.
The Board may reduce any amount payable under the Rose Employment
Agreement if it determines that all or any portion of the amount payable
pursuant thereto may be treated as an "excess parachute payment" as defined in
Section 280G of the Code. Furthermore, the Rose Employment Agreement, by its
terms, is binding upon any person or entity that acquires the Company, whether
by means of merger, consolidation, the purchase of all or substantially all of
the Company's assets, or otherwise.
Except as set forth above with respect to Mr. Rose, the Company has
no employment contracts or formal remuneration arrangements with any of the
Named Executive Officers.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SCF MERGER AND SCF MANAGEMENT SERVICES AGREEMENT
On December 20, 2000, the Company acquired through a merger SCF
Corporation ("SCF"), a company that owned and operated inland river barges and
that was substantially owned and controlled by certain SEACOR officers and
directors, including Messrs. Fabrikant, Blank, Conway, Morse and an entity that
is an affiliate of Mr. Gellert (the "SCF Acquisition"). In the SCF Acquisition,
the Company issued 375,445 shares of Common Stock and paid approximately $3.3
million in cash, to former SCF stockholders. Messrs. Fabrikant and Blank served,
until its merger with the Company, whereupon SCF no longer had a separate
corporate existence, as Chairman and Chief Executive Officer, and President and
Chief Operating Officer, respectively, of SCF. SEACOR's directors, including all
directors who were disinterested with respect to this transaction, unanimously
approved the SCF acquisition.
Consideration upon the SCF Acquisition was directly or indirectly
paid to these SEACOR officers and directors (or affiliated persons) as follows:
Shares of
Name SEACOR Stock Cash
---- ------------ ----
Charles Fabrikant(1) 188,175 $ 1,458,595
Randall Blank 5,407 $ 41,950
Granville Conway 27,417 $ 212,518
Andrew Morse 2,731 $ 21,170
Windcrest Partners, L.P.(2) 67,593 $ 523,916
------------------
(1) Includes 7,578 shares of SEACOR Common Stock and cash of $58,678 paid
to trusts for two of Mr. Fabrikant's children of which he is a trustee
and 154,267 shares of SEACOR Common Stock and cash of $1,195,713 paid
to entities that Mr. Fabrikant controls.
(2) Michael E. Gellert, a director of the Company is a general partner of
Windcrest Partners, L.P.
Since January 1, 1990, the Company and SCF operated under an
agreement (as amended, the "Management Services Agreement"), which was
terminable by either party upon 60 days notice, and pursuant to which SCF
provided the Company with certain administrative services. Pursuant to the
14
Management Services Agreement, SCF provided to the Company use of SCF offices,
equipment and access to SCF administrative and technical personnel, for which
the Company paid SCF an annual fee of $171,000 per annum and reimbursed
out-of-pocket expenses, subject to adjustment by the parties. Of this fee,
$153,000 was paid to SCF in 2000.
REPURCHASE BY CHILES OF 10% SENIOR NOTES AND CHILES MANAGEMENT SERVICES
AGREEMENT
Chiles Offshore Inc. ("Chiles") is a drilling services company, the
outstanding common stock of which is publicly traded and of which the Company
owns 27.5%. The Company's Chairman and Chief Executive Officer is also the
Chairman of Chiles. In 2000, Chiles used approximately $99 million of the
proceeds of its initial public offering to repurchase and retire approximately
$95 million aggregate principal amount of its 10% Senior Notes due 2008 plus
accrued interest, constituting substantially all of such outstanding notes. The
Company owned approximately $26.7 million aggregate principal amount of such
notes and held an economic interest in substantially all of the remaining notes
(approximately $68.1 million principal amount), and recognized a pre-tax gain of
approximately $9.1 million as a result of this transaction.
Dick Fagerstal, the Company's Vice President, Finance and Treasurer,
serves as Senior Vice President, Chief Financial Officer, Secretary and a
Director of Chiles. The Company entered into a management and administrative
services agreement, dated as of February 27, 1998, with Chiles (the "Management
Services Agreement"), pursuant to which the Company agreed to provide the
services of Mr. Fagerstal to assist in Chiles' management and to provide other
services as needed. Under this agreement, Chiles agreed to pay a fee to the
Company for Mr. Fagerstal's services not exceeding $15,000 per month, fees for
other services not to exceed the reasonable value of these services and to
reimburse the Company for all out-of-pocket expenses incurred in providing those
services. In addition, Chiles indemnifies the Company for claims and damages
arising from its provision of services under the Management Services Agreement,
unless due to the gross negligence or willful misconduct of the Company. Under
this agreement, Chiles paid the Company approximately $0.2 million and $0.1
million for the years ending December 31, 2000 and 1999, respectively, for
services provided, including the services of Mr. Fagerstal. In addition, Chiles
paid a bonus of $15,000 to the Company in respect of the services provided by
Mr. Fagerstal during the fiscal year ended December 31, 2000. On July 18, 2000,
the Company and Chiles amended the agreement to permit either party to terminate
it upon 180 days' notice.
In addition to the management fee Chiles pays to the Company for the
services of Mr. Fagerstal described above, if the Company or any of its
consolidated subsidiaries provides Chiles with management, administrative,
financial, investment banking-type services or services in connection with any
rig transactions (including two rigs expected to be delivered in 2002), such
entities will be entitled to receive reasonable fees and reimbursement of
expenses not exceeding fees charged by unrelated third parties for comparable
services upon delivery of such rigs.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Stamas, Morse and Conway served as members of the Stock
Option and Executive Compensation Committee during fiscal year 2000. Mr. Conway
was President of the Company from December 1989 to October 1992.
REPORT ON EXECUTIVE COMPENSATION
GENERAL
In January 1993, the Board delegated responsibility for all matters
relating to the determination and award of executive compensation to the Stock
Option and Executive Compensation Committee (the "Committee"). The Committee is
currently comprised of Messrs. Stamas, Morse and Conway. The Committee held one
meeting, acted by unanimous written consent on two occasions and, in addition,
had several informal meetings during 2000 to discuss each option grant, to
assess executive compensation policy, to review and approve compensation to the
executive officers of the Company for the fiscal year ended December 31, 2000
and to discuss the Company's executive compensation policies and objectives for
the forthcoming year.
15
The Company's compensation program is designed to attract, retain and
motivate highly qualified management personnel, and to engender a sense of
entrepreneurial commitment among its executive officers. The Company's
compensation philosophy is to provide levels of compensation competitive with
comparable companies in the industry, to reward individual initiative and
achievement, and to ensure that the amount and nature of executive compensation
is reasonably commensurate with the Company's financial condition, results of
operations, Common Stock performance, and the executive compensation programs of
the Company's competitors. The Company's executive compensation program consists
of three central components: (1) base salary, (2) discretionary annual bonuses,
and (3) awards of restricted stock and grants of stock options. Factors reviewed
by the Committee in establishing the Company's executive compensation program
included the Company's financial performance, total assets and services
provided, management's business philosophy, industry practices and the Company's
culture and organizational structure. While the foregoing provides the general
intent and guidelines of the Committee in determining the compensation levels
and components for the executive officers, the Committee has final authority to
determine all compensation matters in its sole discretion.
BASE SALARY
The salary of Mr. Rose was paid in accordance with the provisions of
his employment agreement or other arrangements.
In respect of Messrs. Fabrikant and Blank and Ms. Gran, 2000 base
salary was unchanged from 1999 while Mr. Fagerstal's base salary was increased.
On an individual basis, their respective salaries are a function of their
experience, breadth of responsibilities, ability to manage a complex
administrative and financial structure, and are consistent with comparable
companies in the industry.
ANNUAL BONUS
The bonus portion of the executive compensation package is directly
related to the individuals' and the Company's performance during the year. Bonus
payments are discretionary in nature and are tied to performance during the year
in which they were earned. The Company believes that, to the extent that the
bonus awards reward the executives in a fair and equitable way, they may also
provide an incentive for their continued efforts and for enhanced future
performance.
Specific performance targets are set at the beginning of the year
based on the Company's annual forecasts, focusing on operating revenue, net
income and cash flow (EBITDA basis) and the achievement of strategic objectives.
However, given the Company's history of growth through mergers, acquisitions,
and asset purchases, along with market conditions for the marine segment, which
are beyond management's control, the Company's actual results can differ greatly
from management's forecasts and the Committee must re-evaluate the targets set
at the beginning of the year. In 2000, Revenue and Net Income increased 17% and
10%, respectively, and EBITDA declined 2% compared to 1999. Earnings per share
on a fully diluted basis, however, increased 14%. From a strategic perspective
the Company continued to improve the age profile and quality of its fleet
through a program of selective disposition and benefited from its active
investment in Chiles Offshore, which during 2000 completed the initial public
offering of its common stock.
The foregoing financial and operating growth of the Company was
attributed by the Committee, in large part, to the efforts of the Named
Executive Officers, and therefore was considered when determining such persons'
annual bonuses.
COMMON STOCK AWARDS AND GRANTS
The purpose of restricted stock awards and stock option grants is to
reward outstanding performance by key employees and officers, to provide
additional incentives to executive officers and other key employees to maximize
stockholder value, and to create longer term executive commitment to the
Company. The Committee believes that such grants and awards foster a greater
concern by management with the performance of the Company, both in the short and
long-term, which serves to align the interests of management and the Company's
stockholders. The number of shares awarded or granted reflects a judgment on the
16
individual's performance to date, as well as on the executive's ability to
influence and enhance the Company's future performance.
Restricted stock awards and stock options granted for 2000 reflect
the Committee's belief that the interests of the Company's stockholders are best
served by ensuring that senior management is dedicated to maximizing shareholder
value. Mr. Fabrikant was expressly recognized for his leadership role in the
Company's development and his ability to continue to influence the direction of
the Company towards maximizing shareholder value.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
In 2000, Mr. Fabrikant received total cash compensation (in the form
of salary and bonus) of $1,100,000 from the Company. Additionally, he was
granted 18,000 shares of restricted stock and options on 25,000 shares of stock,
reflecting compensation for performance during year 2000. These grants were made
on February 14, 2001 and vest over three years. Additionally, on February 14,
2001, Mr. Fabrikant was granted 5,000 shares of restricted stock that vest on
January 31, 2002. The determination of Mr. Fabrikant's compensation was based
upon the factors described above with respect to all executive officers and, in
addition, upon Mr. Fabrikant's extensive experience, leadership and reputation
within both the offshore marine and environmental services industries and his
leadership role in the Company's strong development. Mr. Fabrikant played an
instrumental role in the strategic direction of each of the Company's operating
segments and the positioning of the Company's assets to take advantage of
long-term growth opportunities.
Section 162(m) of the Internal Revenue Code of 1986, as amended,
prohibits the deduction by a publicly-held corporation of compensation paid to a
"covered employee" in excess of $1 million per year, subject to certain
exceptions. Generally, the Company's covered employees are those executive
officers listed in the Summary Compensation Table above. While the tax impact of
any compensation arrangement is one factor to be considered, such impact is
evaluated by the Committee in light of the Company's overall compensation
philosophy and objectives. The Committee believes that long-term stockholder
value is enhanced by appropriately rewarding desirable corporate and individual
performance achievements and that under existing circumstances such value may
outweigh the advantages of qualifying compensation as deductible under Section
162(m). Compensation to Mr. Fabrikant in 2000 exceeded the $1 million
deductibility limit of Section 162(m). This amount is not covered by any of the
exceptions to Section 162(m), and thus is not deductible by the Company.
The foregoing report is respectfully submitted by the Stock Option
and Executive Compensation Committee.
Compensation Committee
Granville E. Conway
Andrew Morse
Stephen Stamas
17
PERFORMANCE GRAPH
Set forth in the graph below is a comparison of the cumulative total
return that a hypothetical investor would have earned assuming the investment of
$100 over the five-year period commencing on December 31, 1995 in (i) the Common
Stock of the Company, (ii) the Standard & Poor's 500 Stock Index ("S&P 500") and
(iii) the Simmons Offshore Transportation Index, an index of oil service
companies published by Simmons and Company, Inc. (the "Simmons Index").
**THE FOLLOWING TABLE REPRESENTS INFORMATION EXPRESSED
IN THE ABOVE MENTIONED PERFORMANCE GRAPH**
YEAR ENDING DECEMBER 31,
------------------------------------------------------------------------------
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
SEACOR SMIT Inc. 100.00 233.33 223.15 183.10 191.67 292.33
S&P 500 100.00 120.26 157.56 199.57 238.54 214.36
Simmons Offshore Transportation
Index 100.00 196.79 287.84 133.57 135.93 232.04
PROPOSAL NO. 2
--------------
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board recommends that stockholders ratify the appointment of
Arthur Andersen LLP ("Arthur Andersen"), certified public accountants, as
independent auditors to audit the accounts of the Company and its subsidiaries
for the fiscal year ending December 31, 2001. The appointment of Arthur Andersen
was recommended to the Board by its Audit Committee. Arthur Andersen served as
independent auditor for the Company for the fiscal year ended December 31, 2000
and has been engaged by the Company since December 1989.
Representatives of Arthur Andersen will be present at the Meeting.
They will have an opportunity to make a statement if they desire to do so and
will be available to respond to stockholder questions after the conclusion of
the Meeting.
The affirmative vote of a majority of the Common Stock represented in
person or by proxy at the Meeting is required to ratify the appointment of
Arthur Andersen.
The following table sets forth the aggregate fees billed to the
Company for the fiscal year ended December 31, 2000 by the Company's principal
accounting firm, Arthur Andersen LLP:
o Audit Fees: $ 284,000
o Financial Information Systems
and Design and Implementation Fees: $ 0
o All Other Fees: $ 71,000
18
The Audit Committee has considered whether the provision of the
services other than audit services referenced above is compatible with
maintenance of the principal accountant's independence.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF ARTHUR ANDERSEN LLP TO SERVE AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001.
OTHER MATTERS
LIMITATION ON STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS OF
STOCKHOLDERS; REMOVAL OF DIRECTORS; VACANCIES
The Restated Certificate of Incorporation provides that no action may
be taken by stockholders except at an annual or special meeting of stockholders
or by the affirmative written consent of the holders of not less than 66 2/3%
(or such greater percentage as may then be required by applicable law) in voting
power of the outstanding shares of Common Stock entitled to vote thereon. The
By-laws provide that, to be properly brought before an annual meeting, business
must be (i) specified in the notice of meeting and (ii) brought before the
meeting by or at the direction of the Board, or be brought before the meeting by
a stockholder upon timely written notice in proper form given to the Secretary
of the Company. In order to be considered timely, such stockholder notice must
be received by the Secretary of the Company not less than 90 days prior to the
anniversary of the date of the annual meeting of stockholders held in the
previous year, subject to certain exceptions. The By-laws further provide that,
unless otherwise prescribed by law, special meetings of stockholders can only be
called by the Chairman of the Board, the President or pursuant to a resolution
approved by a majority of the Board and, in any such case, only to consider such
business as shall be provided in such resolution or in the notice delivered to
stockholders respecting the special meeting.
The By-laws also provide that directors of the Company can be removed
from office (prior to the expiration of their term) with or without "cause" by
the affirmative vote of a majority in voting power of the outstanding shares
entitled to vote at an election of directors, and that vacancies on the Board
can be filled only by the remaining directors then in office.
STOCKHOLDER NOMINATION OF DIRECTORS
The By-laws establish an advance notice procedure with regard to the
nomination (other than by or at the direction of the Board or a committee
thereof) of candidates for election as directors (the "Nomination Procedure").
Only persons who are nominated by the Board, a committee appointed by the Board,
or by a stockholder who has given timely prior written notice to the Secretary
of the Company prior to the meeting at which directors are to be elected, are
eligible for election as directors of the Company. In order to be timely, such
written notice must be received by the Secretary of the Company not less than 90
days prior to the anniversary of the date of the immediately preceding annual
meeting (subject to certain exceptions), and the notice must contain (i) the
name and address of the stockholder who intends to make the nomination and the
name and address of the person or persons to be nominated, (ii) a representation
that the stockholder is a holder of record of Common Stock entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, (iii) a description of
all contracts, arrangements or other understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder, (iv) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy or information
statement filed pursuant to the Exchange Act, and (v) the consent of each
nominee to serve as a director of the Company if so elected. The presiding
officer of the meeting may refuse to acknowledge the foregoing nomination of any
person not made in compliance with the Nomination Procedure.
Although the By-laws do not empower the Board with the right to
approve or disapprove of stockholder nominations for the election of directors
or any other business properly brought by the Company's stockholders at any
annual or special meeting, the foregoing Nomination Procedure may nevertheless
have the effect of (i) precluding a nomination for the election of directors or
precluding the transaction of business at a particular meeting if the proper
procedures are not followed, or (ii) deterring a third party from conducting a
19
solicitation of proxies or contest to elect his or its own slate of director
nominees or otherwise attempting to obtain control of the Company.
RESTRICTIONS ON FOREIGN OWNERSHIP OF COMMON STOCK AND RELATED MATTERS
The Company is subject to a variety of U.S. federal statutes and
regulations, including the Shipping Act, 1916, as amended (the "Shipping Act"),
and the Merchant Marine Act of 1920, as amended (the "1920 Act," and
collectively with the Shipping Act, the "Acts"), which govern, among other
things, the ownership and operation of vessels used to carry cargo between U.S.
ports.
Generally, the Acts require that vessels engaged in U.S. coastwise
trade must be owned by citizens of the U.S. In order for a corporation operating
in U.S. coastwise trade to qualify as a U.S. citizen, at least 75% of the
outstanding capital stock of the corporation must be owned by persons or
organizations that are U.S. citizens, as defined in the Shipping Act.
Accordingly, if persons or organizations that are not U.S. citizens as so
defined ("Foreigners") were to own more than 25% of the Common Stock, the
Company would not (until such Foreign ownership was reduced to or below 25%) be
permitted to continue its U.S. coastwise trade operations. To help facilitate
compliance with the Acts, the Restated Certificate of Incorporation requires the
Company to institute and to implement through the transfer agent for the Common
Stock a dual stock certificate system, pursuant to which certificates evidencing
shares of Common Stock bear legends which, among other things, designate such
certificates as either "foreign" or "domestic," depending on the citizenship of
the owner. The Restated Certificate of Incorporation also establishes procedures
designed to enable the Company to monitor and limit foreign ownership of the
Common Stock, and authorizes the Board under certain circumstances to redeem
shares of stock owned by Foreigners. Moreover, the By-laws provide that the
Chairman of the Board and Chief Executive Officer, and the President must each
be U.S. citizens, and restrict any officer who is not a U.S. citizen from acting
in the absence or disability of such person. The By-laws further provide that
the number of Foreign directors shall not exceed a minority of the number
necessary to constitute a quorum for the transaction of business.
ANNUAL REPORT
A copy of the Company's Annual Report to Stockholders for the fiscal
year ended December 31, 2000 accompanies this Proxy Statement and should be read
in conjunction herewith.
STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Stockholder proposals to be presented at the 2002 Annual Meeting must
be received by the Company on or before December 10, 2001 for inclusion in the
proxy statement and proxy card relating to the 2002 Annual Meeting pursuant to
SEC Rule 14a-8. Any such proposals should be sent via registered, certified or
express mail to: Secretary, SEACOR SMIT Inc., 1370 Avenue of the Americas, New
York, New York 10019.
20
As a separate and distinct matter from proposals under Rule 14a-8, in
accordance with Article I, Section 1 of the Amended and Restated By-laws of the
Company, in order for business to be properly brought before the next annual
meeting by a stockholder, such stockholder must deliver to the Company timely
notice thereof. To be timely, a stockholder's notice must be delivered to or
mailed and received by the Secretary at the principal executive offices of the
Company, not less than 90 calendar days in advance of the anniversary date of
the previous year's annual meeting of stockholders (or if there was no such
prior annual meeting, not less than 90 calendar days prior to the date which
represents the second Tuesday in May of the current year); if, however, the date
of the annual meeting is advanced by more than 20 days, or delayed by more than
60 days, from such anniversary date, then, to be considered timely, notice by
the stockholders must be received by the Company not later than the close of
business on the later of (x) the 90th day prior to such annual meeting or (y)
the seventh day following the date on which notice of the date of the annual
meeting was mailed to stockholders or publicly disclosed.
For the Board of Directors
/s/ Randall Blank
Randall Blank
Executive Vice President,
Chief Financial Officer and Secretary
21
Appendix A
SEACOR SMIT INC. AUDIT COMMITTEE CHARTER
PURPOSE
The primary purpose of the Audit Committee (the "Committee") is to
assist the Board of Directors (the "Board") in fulfilling its responsibility to
oversee management's conduct of the Company's financial reporting process,
including overviewing the financial reports and other financial information
provided by the Company to any governmental or regulatory body, the public or
other users thereof, the Company's systems of internal accounting and financial
controls, and the annual independent audit of the Company's financial
statements.
In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Company and the power to retain outside
counsel, auditors or other experts for this purpose. The Board and the Committee
are in place to represent the Company's shareholders; accordingly, the outside
auditor is ultimately accountable to the Board and Committee.
The Company shall review the adequacy of this Charter on an annual
basis.
MEMBERSHIP
The Committee shall be comprised of not fewer than three members of
the Board, and the Committee's composition will meet the requirements of the
Audit Committee Policy of the New York Stock Exchange.
Accordingly, all the members will be directors:
1. Who have no relationship to the Company that may interfere with the
exercise of their independence from management and the Company; and
2. Who are financially literate or who become financially literate within
a reasonable period of time after appointment to the Committee.
In addition, at least one member of the Committee will have
accounting or related financial management expertise.
KEY RESPONSIBILITIES
The Committee's job is one of oversight and it recognizes that the
Company's management is responsible for preparing the Company's financial
statements and that the outside auditors are responsible for auditing those
financial statements. Additionally, the Committee recognizes that financial
management, as well as the outside auditors, have more time knowledge and more
detailed information on the Company than do Committee members; consequently, in
carrying out its oversight responsibilities, the committee is not providing any
expert or special assurance as to the Company's financial statements or any
professional certification as to the outside auditor's work.
The following functions shall be the common recurring activities of
the Committee in carrying out its oversight function. These functions are set
forth as a guide with the understanding that the Committee may diverge from this
guide as appropriate given the circumstances.
o The Committee shall review with management and the outside auditors the
audited financial statements to be included in the Company's Annual Report
on Form 10-K (or the Annual Report to Shareholders if distributed prior to
A-1
the filing of Form 10-K) and review and consider with the outside auditors
the matters required to be discussed by Statement of Auditing Standards
("SAS") No. 61, as amended.
o As a whole, or through the Committee chair, the Committee shall review
with the outside auditors, as deemed necessary, the Company's interim
financial results to be included in the Company's quarterly reports to be
filed with the Securities and Exchange Commission and the matters required
to be discussed by SAS No. 61, as amended; this review will occur prior to
the Company's filing of the Form 10-Q.
o The committee shall discuss with management and the outside auditors the
quality and adequacy of the Company's internal controls.
o The Committee shall:
- request from the outside auditors annually a formal written
statement delineating all relationships between the auditor and the
Company consistent with Independence Standards Board Standard Number
1;
- discuss with the outside auditors any such disclosed relationships
and their impact on the outside auditor's independence; and
- recommend that the Board take appropriate action in response to the
outside auditor's report to satisfy itself of the auditor's
independence.
- prepare the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual proxy
statement.
o The Committee, subject to any action that may be taken by the full Board,
shall have the ultimate authority and responsibility to select (or
nominate for shareholder approval), evaluate and, where appropriate,
replace the outside auditor.
A-2
PROXY PROXY
SEACOR SMIT INC., 11200 RICHMOND AVENUE, SUITE 400, HOUSTON, TEXAS 77082
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON MAY 16, 2001
The undersigned having received the Notice of Meeting and Proxy
Statement of SEACOR SMIT Inc. (the "Company") dated April 6, 2001 and Annual
Report for the fiscal year ended December 31, 2000, hereby appoints and
constitutes Messrs. Charles Fabrikant and Randall Blank, and each of them,
proxies with full power of substitution to vote for the undersigned at the
Company's Annual Meeting of Stockholders to be held on May 16, 2001, and at any
adjournments thereof (the "Annual Meeting"), as follows:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
SEACOR SMIT INC.
IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
--------------------------------------------------------------------------------
SEACOR SMIT INC.
PLEASE MARK VOTE IN BOX IN THE FOLLOWING MANNER USING DARK INK ONLY.
[ ]
The Board of Directors recommends a vote FOR items 1 and 2.
If no direction is made, this proxy will be voted FOR all management nominees
listed and FOR item 2.
For Withhold For All
All All Except
1. ELECTION OF DIRECTORS--
Nominees: 01-Charles Fabrikant, 02-Granville E. Conway, 03-Michael E. [ ] [ ] [ ]
Gellert, 04-Stephen Stamas, 05-Richard M. Fairbanks, III, 06-Pierre de
Demandolx, 07-Antoon W. Kienhuis, 08-Andrew R. Morse,
09-John C. Hadjipateras
INSTRUCTIONS: To withhold authority to vote for any one or more management
nominee, write the nominee's name.
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For Against Abstain
2. Ratification of the appointment of Arthur Andersen LLP [ ] [ ] [ ]
In their discretion, upon any other matters which may properly come
before the Annual Meeting or any adjournments thereof, hereby revoking
any proxy heretofore given by the undersigned for the Annual Meeting.
P Dated: , 2001
-------------------------------
R
Signature(s)
O -----------------------------------
X -----------------------------------------------
Please sign name as it appears hereon. When
Y signed as attorney, executor, trustee or
guardian, please add capacity in which signed.
For joint- or co-owner, each owner should sign.
This Proxy, when properly executed, will be
voted by the manner directed therein by the
undersigned. If no direction is made, this
Proxy will be voted FOR all management nominees
listed and FOR Proposal 2.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.