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) OCTOBER 14, 2004
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SEACOR HOLDINGS INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-12289 13-3542736
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(Commission File Number) (IRS Employer Identification No.)
11200 RICHMOND, SUITE 400
HOUSTON, TEXAS 77082
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(Address of Principal Executive Offices) (Zip Code)
(281) 899-4800
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 14, 2004, SEACOR Holdings Inc. (the "Company") entered into
a Stock Purchase Agreement (the "Agreement") with Rowan Companies, Inc.
("Seller") and Era Aviation, Inc. ("Era"), pursuant to which the Company agreed
to purchase from Seller all outstanding shares of capital stock of Era, for a
cash purchase price of $118,125,000, subject to adjustment. Era is engaged in
the business of (i) providing contract and charter helicopter and fixed-wing
aviation services and (ii) operating a scheduled regional airline service in
Alaska.
A copy of the Agreement is attached to this current report on Form 8-K
as Exhibit 10.1 and a copy of the Company's press release dated October 14, 2004
is attached to this current report on Form 8-K as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.1 Stock Purchase Agreement, among Rowan Companies, Inc., Era Aviation,
Inc. and SEACOR Holdings Inc., dated as of October 14, 2004.
99.1 Press release dated October 14, 2004.
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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 Holdings Inc.
By: /s/ Randall Blank
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Name: Randall Blank
Title: Executive Vice President
Date: October 15, 2004
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Stock Purchase Agreement, among Rowan Companies, Inc., Era
Aviation, Inc. and SEACOR Holdings Inc., dated as of October
14, 2004.
99.1 Press release dated October 14, 2004.
4