Schedule 13G Page 1 of 6
-------------------------------------------------------------------------------
SEC 1745 POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
(6-00) INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
-------------------------------------------------------------------------------
OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 2002
Estimated average burden
hours per response.. 14.9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Seacor Smit Inc
-------------------------------------------------------------------------------
(Name of Issuer)
Common
-------------------------------------------------------------------------------
(Title of Class of Securities)
811904 10 1
-------------------------------------------------------------------------------
(CUSIP Number)
-------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Schedule 13G Page 2 of 6
CUSIP No. 811904101
--------------------------------------------------------------------------------
1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
(a) U.S. Trust Corporation* 13-2927955
(b) United States Trust Company of New York 13-5459866
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. Sec Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
--------------------------------------------------------------------------------
5. Sole Voting Power
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 6. Shared Voting Power
OWNED BY See Item 5, p.5
EACH
REPORTING
PERSON ------------------------------------------------------------
WITH 7. Sole Dispositive Power
------------------------------------------------------------
8. Shared Dispositive Power
Same
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
Same
--------------------------------------------------------------------------------
10. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (11)
Same
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
#1(a) - HC
#1(b) - BK
--------------------------------------------------------------------------------
* - U.S. Trust Corporation is a wholly-owned direct subsidiary of The Charles
Schwab Corporation. Each entity files reports completely separate and
independent from the other. Correspondingly, neither entity shares with the
other any information and/or power with respect to either the voting and/or
disposition of the securities reported by each.
Schedule 13G Page 3 of 6
ITEM 1.
(a) Name of Issuer
Seacor Smit Inc
(b) Address of Issuer's Principal Executive Offices
11200 Westheimer
Houston, TX 77042
ITEM 2.
(a) Name of Person Filing
U.S. Trust Corporation
United States Trust Company of New York
(b) Address of Principal Business Office or,
if none, Residence
114 W 47th St
NY, NY 10036
(c) Citizenship
U.S.
(d) Title of Class of Securities
Common
(e) CUSIP Number
811904 10 1
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS
240-13d-1(b) OR 240-13d-2(b) OR (c), CHECK WHETHER
THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
(b) [X] Bank as defined in Section 3(a)(6) of Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section
8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
(e) [ ] An investment advisor in accordance with
section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund
in accordance with section
240-13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with section
240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP Page 4 of 6
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned: See Item 5, p. 5
(b) Percent of Class:
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the
disposition of
(iv) Shared power to dispose or to direct the
disposition of
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see section 240.13(d)(1).
Schedule 13G Page 5 of 6
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following. [X]
Instruction: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 240.13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to section 240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to section 240.13d-1(c) or section 240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement is
filed pursuant to section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and we are not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
(b) The following certification shall be included if the statement is
filed pursuant to section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Schedule 13G Page 6 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
2/12/02
-------------------------------------------------
Date
/s/ Joseph A. Tricarico
-------------------------------------------------
Signature
Authorized Agent/Vice President and Trust Counsel
-------------------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)