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) March 16, 2005
---------------------
SEACOR Holdings Inc.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-12289 13-3542736
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
11200 Richmond, Suite 400
Houston, Texas 77082
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(281) 899-4800
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
--------------------------------------------------------------------------------
(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):
|X| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|X| 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 March 16, 2005, SEACOR Holdings Inc., a Delaware corporation
("SEACOR"), SBLK Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of SEACOR ("Merger Sub"), CORBULK LLC, a Delaware limited liability
company and wholly owned subsidiary of SEACOR ("LLC"), and Seabulk
International, Inc., a Delaware corporation ("Seabulk") entered into an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which SEACOR
will acquire Seabulk in a stock and cash transaction.
Subject to the terms and conditions of the Merger Agreement, Seabulk
will be merged with and into Merger Sub (the "Reverse Merger"), and Seabulk will
continue as the surviving corporation of the Reverse Merger and as a wholly
owned subsidiary of SEACOR. The transactions contemplated by the Merger
Agreement are intended, for Federal income tax purposes, to qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended. The Merger Agreement contemplates that, if necessary to
preserve the tax status of the transactions, immediately following the effective
time of the Reverse Merger, the surviving corporation in the Reverse Merger will
be merged with and into LLC and LLC shall continue as the surviving entity and
as a wholly owned subsidiary of SEACOR.
SEACOR has agreed to issue 0.2694 shares of its common stock and
$4.00 in cash (the "Per Share Merger Consideration") in exchange for each issued
and outstanding share of common stock of Seabulk. In certain circumstances, the
portion of the merger consideration payable in cash may be reduced and shares of
SEACOR common stock, having a value on the closing date equal to the cash
reduction, may be substituted therefor.
Seabulk has made customary representations, warranties and covenants
in the Merger Agreement, including, subject to certain exceptions, covenants (i)
to conduct its business in the ordinary course consistent with past practice
between the execution of the Merger Agreement and consummation of the Merger,
(ii) not to engage in certain kinds of transactions during such period, (iii) to
cause a stockholder meeting to be held to consider approval of the Merger, (iv)
for its board of directors to recommend adoption and approval by its
stockholders of the Merger Agreement and the transactions contemplated by the
Merger Agreement, (v) not to solicit proposals relating to alternative business
combination transactions or (vi) not to enter into discussions concerning or
provide confidential information in connection with alternative business
combination transactions. SEACOR has made customary representations, warranties
and covenants in the Merger Agreement, including, subject to certain exceptions,
covenants (i) not to engage in certain kinds of transactions between the
execution of the Merger Agreement and consummation of the Merger, (ii) to cause
a stockholder meeting to be held to consider approval of the issuance of SEACOR
common stock in the Merger, or (iii) for its board of directors to recommend
approval of the issuance of SEACOR common stock in the Merger.
2
Consummation of the transactions contemplated by the Merger Agreement
is subject to customary conditions, including (i) approval by the holders of
Seabulk common stock (see the discussion of the Stockholders' Agreement below),
(ii) approval of the holders of SEACOR common stock, (iii) expiration or
termination of the applicable Hart-Scott-Rodino waiting period and receipt of
any other required regulatory approvals, (iv) absence of any law or order
prohibiting the closing, (v) the effectiveness of the Registration Statement on
Form S-4 to be filed with the Commission regarding the transaction, (vi)
approval for listing on The New York Stock Exchange, subject to official notice
of issuance, of the shares of SEACOR common stock to be issued in the
transaction, (vii) the delivery of customary opinions from counsel to SEACOR and
counsel to Seabulk that the Merger will qualify as a tax-free reorganization for
federal income tax purposes, (viii) subject to certain exceptions, the accuracy
or representations and warranties, (ix) the absence of any material adverse
effect with respect to each party's business and (x) the absence of any
litigation with a reasonable likelihood of preventing the closing or imposing
certain limitations. SEACOR's obligation to close is subject to additional
conditions, including (i) the absence of material damage to or destruction of
any of Seabulk's double-hulled U.S.-flag tankers unless adequately covered by
insurance and (ii) a limitation on the number of shares of Seabulk common stock
as to which appraisal rights are demanded.
The Merger Agreement contains certain termination rights for both
SEACOR and Seabulk and further provides that, upon termination of the Merger
Agreement under specified circumstances, including (i) the acceptance of a
superior proposal, (ii) a change of recommendation of the Seabulk board of
directors in a manner adverse to SEACOR or (iii) the failure to obtain Seabulk
stockholder approval, Seabulk may be required to pay SEACOR a termination fee of
$21,300,000. In the event that SEACOR's stockholders do not approve the issuance
of SEACOR common stock in connection with the Merger, SEACOR may be required to
pay Seabulk an expense reimbursement of $5 million.
Simultaneously with the execution of the Merger Agreement, SEACOR,
Merger Sub, LLC, and Nautilus Acquisition, L.P., C/R Marine Non-U.S.
Partnership, L.P., C/R Marine Domestic Partnership, L.P., C/R Marine
Coinvestment, L.P., C/R Marine Coinvestment II, L.P. (the "Significant
Stockholders") entered into a Stockholders' Agreement (the "Stockholders'
Agreement"), dated as of March 16, 2005, pursuant to which each Significant
Stockholder has agreed, among other things, to vote its shares of common stock
of Seabulk for the approval and adoption of the Merger Agreement and the
transactions contemplated by the Merger Agreement.
Shares of SEACOR common stock to be issued to the Significant
Stockholders under the terms of the Merger Agreement will be subject to certain
restrictions under the Securities Act of 1933, as amended. Consequently, SEACOR
and the Significant Stockholders entered into a Registration Rights Agreement,
dated as of March 16, 2005 (the "Registration Rights Agreement"), pursuant to
which SEACOR has agreed to file a registration statement with the Commission
with respect to those shares, to assist in underwritten offerings of those
shares and to allow for certain additional rights, including piggyback
offerings.
3
The foregoing descriptions of the Merger Agreement, Stockholders'
Agreement, Registration Rights Agreement and the transactions contemplated
thereby do not purport to be complete and are qualified in their entirety by
reference to the relevant document. The Merger Agreement is attached hereto as
Exhibit 2.1 and is incorporated herein by reference. The Stockholders' Agreement
is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The
Registration Rights Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 8.01. Other Events.
On March 16, 2005, SEACOR and Seabulk issued a joint press release
announcing the execution of the Merger Agreement. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the proposed merger, SEACOR will file with the SEC
a Registration Statement on Form S-4 that will include a joint proxy statement
of SEACOR and SEABULK that also constitutes a prospectus of SEACOR. SEACOR and
SEABULK will mail the joint proxy statement/prospectus to their stockholders.
Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the proposed merger when it becomes available
because it will contain important information. You may obtain a free copy of the
joint proxy statement/prospectus (when available) and other related documents
filed by SEACOR and SEABULK with the SEC at the SEC's website at www.sec.gov.
The joint proxy statement/prospectus (when it is filed) and the other documents
may also be obtained for free by accessing SEACOR's website at
www.seacorholdings.com or by accessing SEABULK's website at
www.seabulkinternational.com.
SEACOR and SEABULK and their respective directors, executive officers
and certain other persons may be deemed to be participants in the solicitation
of proxies from their respective stockholders in connection with the proposed
transactions. Information regarding such persons and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other relevant materials
filed with the SEC. You can obtain free copies of these documents from SEACOR
and SEABULK using the contact information above.
Cautionary Language Regarding Forward-Looking Information
This release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about the benefits of the
contemplated transaction between SEACOR and SEABULK, including financial and
operating results, the parties' plans, objectives, expectations and intentions
and other statements that are not historical facts. Such statements are based
upon the current beliefs and expectations of SEACOR's and SEABULK's respective
4
managements and are subject to significant risks and uncertainties. Actual
results may differ materially from those set forth in the relevant
forward-looking statements. The transaction is subject, among other things, to
approval by SEACOR's stockholders of the issuance of shares of SEACOR common
stock in the merger, the expiration or termination of any applicable waiting
period under the Hart-Scott-Rodino Act and the receipt of other required
consents and approvals. Additional factors that could cause SEACOR's results to
differ materially from those described in the forward-looking statements can be
found in SEACOR's Annual Report on Form 10-K for the fiscal year ended December
31, 2004. Additional factors that could cause SEABULK's results to differ
materially from those described in the forward-looking statements can be found
in SEABULK's Annual Report on Form 10-K for the fiscal year ended December 31,
2004.
SEACOR disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements to reflect any change in
the companies expectations or any change in events, conditions or circumstances
on which any such statements are based.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated March 16, 2005
4.1 Registration Rights Agreement, dated March 16, 2005
10.1 Stockholders' Agreement, dated March 16, 2005
99.1 Press Release, dated March 16, 2005
5
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
-----------------------------------
Name: Randall Blank
Title: Executive Vice President and
Chief Financial Officer
Date: March 17, 2005
6
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger, dated March 16, 2005
4.1 Registration Rights Agreement, dated March 16, 2005
10.1 Stockholders' Agreement, dated March 16, 2005
99.1 Press Release, dated March 16, 2005
7