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EX-99.1 - EXHIBIT - SEACOR HOLDINGS INC /NEW/exhibit991-conversionratea.htm


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):  December 14, 2012

SEACOR Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)


Delaware
1-12289
13-3542736
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


2200 Eller Drive, Fort Lauderdale, Florida
33316
(Address of Principal Executive Offices)
(Zip Code)


Registrant's telephone number, including area code
(954) 523-2200


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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 8.01    Other Events.

On December 14, 2012, SEACOR Holdings Inc. (the “Company”) issued a press release announcing an adjustment to the conversion rate of its 2.50% convertible senior notes due 2027 (the “notes”) in connection with its previously announced cash dividend payable on or about December 26, 2012 to shareholders of record as of December 17, 2012. As a result of this dividend, the conversion rate of the notes was adjusted to 9.2089 from 8.6879 shares of the Company's common stock per $1,000 principal amount of the notes. The adjusted conversion rate is equivalent to an adjusted conversion price of approximately $108.59 per share, compared to the prior price of approximately $115.10 per share.

A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.
Description
99.1
Press release issued on December 14, 2012.





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/ Paul L. Robinson                                               
Name:     Paul L. Robinson
Title:
Senior Vice President, General Counsel and Corporate Secretary

Date:  December 14, 2012







EXHIBIT INDEX

Exhibit No.
Description
99.1
Press release issued on December 14, 2012.