UNITED STATES
SECURITIES AND EXCHANGE COMMISSION -------------------
Washington, D.C. 20549 SEC FILE NUMBER
001-12289
FORM 12b-25 -------------------
CUSIP NUMBER
NOTIFICATION OF LATE FILING 811904101
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(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2005
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
SEACOR Holdings Inc.
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Full Name of Registrant
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Former Name if Applicable
2200 Eller Drive
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Address of Principal Executive Office (Street and Number)
Fort Lauderdale, Florida 33316
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense
|X| (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach extra Sheets if Needed).
SEACOR Holdings Inc. (the "Company") was unable to file its Annual
Report on Form 10-K for the year ended December 31, 2005 within the
prescribed time period without unreasonable effort and expense due to
difficulties encountered in document processing and final documentary
review, delaying the Company's ability to complete the preparation of its
Annual Report on Form 10-K for the year ended December 31, 2005. The
Company expects to file its Annual Report on Form 10-K for the year ended
December 31, 2005 on Monday, March 20, 2006. Reported results will be
consistent with those previously announced in the Company's press release,
dated February 27, 2006, and furnished with the Company's Current Report on
Form 8-K on February 27, 2006.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Richard J. Ryan (954) 524-4200
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s).
|X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
On July 1, 2005, the Company completed the acquisition of Seabulk
International, Inc. ("Seabulk") by means of a merger with a wholly
owned subsidiary of the Company. Seabulk has operated as a wholly
owned subsidiary of the Company since that merger. As a result, the
consolidated results of operations of the Company contained in its
Annual Report on Form 10-K for the year ended December 31, 2005 will
include the results of Seabulk, including a new business segment to
reflect the Marine Transportation business of Seabulk, which were not
included in the Company's Form 10-K for the year ended December 31,
2004. The filing of this Form 12b-25 is unrelated to this anticipated
change. Net income reported for 2005 will be $170.7 million, or $6.95
per diluted share, on operating revenue of $972.0 million, compared
with 2004 net income of $19.9 million, or $1.08 per diluted share, on
operating revenue of $491.9 million.
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SEACOR HOLDINGS INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 16, 2006 By /s/ Richard J. Ryan
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Richard J. Ryan, Chief Financial Officer