UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 14, 2002
SEACOR SMIT INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12289 13-3542736
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11200 RICHMOND, SUITE 400
HOUSTON, TEXAS 77082
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 899-4800
Not Applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
NY2:\1155314\01\_RG201!.DOC\73293.0004
ITEM 5. OTHER EVENTS.
We own 4,831,401 shares of common stock of Chiles Offshore Inc.,
comprising approximately 23.8% of its outstanding common stock. On May 14, 2002,
Chiles entered into a Merger Agreement pursuant to which Chiles is to be merged
with and into a subsidiary of ENSCO International Incorporated. The Merger
Agreement provides for each outstanding share of Chiles' common stock to be
converted into the right to receive $5.25 in cash and 0.6575 share of ENSCO
common stock upon the consummation of the Merger. The Merger is subject to
customary conditions, including the adoption of the Merger Agreement by holders
of two-thirds of the outstanding shares of Chiles' common stock and expiration
of the applicable waiting period under the Hart-Scott-Rodino-Antitrust
Improvements Act of 1976, as amended.
In connection with the execution of the Merger Agreement, we entered
into a Voting Agreement requiring us to vote in favor of adoption of the Merger
Agreement and related transactions. In addition, so long as the Merger Agreement
is in effect, we agreed not to solicit other acquisition proposals for Chiles,
furnish information to potential acquirors or engage in negotiations or
discussions with respect to any other acquisition proposal.
Chiles (AMEX:COD), based in Houston, Texas, owns and operates a fleet
of four ultra- premium jackup rigs with one additional ultra-premium jackup rig
under construction. ENSCO (NYSE:ESV), headquartered in Dallas, Texas, provides
contract drilling and marine transportation services to the international
petroleum industry.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and SEACOR SMIT Inc.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SEACOR SMIT INC.
Date: May 15, 2002 By: /s/ Randall Blank
--------------------------------
Name: Randall Blank
Title: Executive Vice President,
Chief Financial
Officer and Secretary
3
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and SEACOR SMIT Inc.
4