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 1, 2006
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SEACOR Holdings Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-12289 13-3542736
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
11200 RICHMOND, SUITE 400, HOUSTON, TEXAS 77082
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (281) 899-4800
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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 February 28, 2006, SEACOR Holdings Inc. (the "Company"), Seabulk
International, Inc., a wholly-owned subsidiary of the Company ("Seabulk"), the
guarantors named therein and U.S. Bank National Association, as trustee, entered
into a third supplemental indenture (the "Supplemental Indenture") to the
Indenture, dated as of August 5, 2003 among Seabulk, the guarantors listed on
the signature pages thereto and the trustee (as amended and supplemented, the
"Indenture"), governing Seabulk's 9 1/2% Senior Notes due 2013 (the "Notes").
The Supplemental Indenture became effective on February 28, 2006 upon its
execution and will become operative on March 2, 2006 upon the Company's payment
of the consent fee in connection with the solicitation of consents from holders
of Notes to certain proposed amendments to the Indenture. The amendments
contained in the Supplemental Indenture permit certain transactions between the
Company and its subsidiaries, on the one hand, and Seabulk and its restricted
subsidiaries, on the other hand, and permit the Company to substitute the
financial reports that it files with the SEC for Seabulk's financial reports. In
addition, the terms of the Supplemental Indenture provide that the Company will
fully and unconditionally guarantee, on a senior unsecured basis, Seabulk's
obligations under the Notes and the Indenture. A copy of the Supplemental
Indenture is filed herewith as Exhibit 4.1 and is incorporated by reference
herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
4.1 Third Supplemental Indenture, dated as of February 28, 2006, among
Seabulk International, Inc., SEACOR Holdings Inc., the guarantors
named therein and U.S. Bank National Association, as trustee.
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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/ Richard Ryan
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Name: Richard Ryan
Title: Senior Vice President and
Chief Financial Officer
Date: March 1, 2006
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Third Supplemental Indenture, dated as of February 28,
2006, among Seabulk International, Inc., SEACOR Holdings
Inc., the guarantors named therein and U.S. Bank National
Association, as trustee.
4