-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ETKJKqsUH0k1kEfgmpE/Lf+dlZ+HNSbObPq+ez8vW4pvE7kmEuQMAyr2o4nFF6YM eq9a6H3Aeb8L0WIiSlBB/A== 0000919574-06-000689.txt : 20060210 0000919574-06-000689.hdr.sgml : 20060210 20060210153544 ACCESSION NUMBER: 0000919574-06-000689 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PORTER A ALEX CENTRAL INDEX KEY: 0001120329 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 212-484-5008 MAIL ADDRESS: STREET 1: C/O PORTER ORLIN INC STREET 2: 666 FIFTH AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEACOR HOLDINGS INC /NEW/ CENTRAL INDEX KEY: 0000859598 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 133542736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42593 FILM NUMBER: 06598304 BUSINESS ADDRESS: STREET 1: 11200 RICHMOND AVENUE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77082 BUSINESS PHONE: 2818994800 MAIL ADDRESS: STREET 1: 11200 RICHMOND AVENUE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77082 FORMER COMPANY: FORMER CONFORMED NAME: SEACOR SMIT INC DATE OF NAME CHANGE: 19970515 FORMER COMPANY: FORMER CONFORMED NAME: SEACOR HOLDINGS INC DATE OF NAME CHANGE: 19950327 FORMER COMPANY: FORMER CONFORMED NAME: SEACORE HOLDINGS INC DATE OF NAME CHANGE: 19950313 SC 13G/A 1 d642273_13g-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 4) Seacor Holdings Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 811904101 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [x] Rule 13d-1(c) [_] Rule 13d-1(d) CUSIP No. 811904101 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) A. Alex Porter 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,501,347 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,501,347 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,501,347 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9994% 12. TYPE OF REPORTING PERSON IN CUSIP No. 811904101 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Paul Orlin 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,501,347 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,501,347 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,501,347 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9994% 12. TYPE OF REPORTING PERSON* IN CUSIP No. 811904101 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Geoffrey Hulme 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,501,347 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,501,347 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,501,347 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9994% 12. TYPE OF REPORTING PERSON* IN CUSIP No. 811904101 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jonathan W. Friedland 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,501,347 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,501,347 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,501,347 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9994% 12. TYPE OF REPORTING PERSON IN CUSIP No. 811904101 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) CF Advisors, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,351,806 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,351,806 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,351,806 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.404% 12. TYPE OF REPORTING PERSON OO CUSIP No. 811904101 --------- Item 1(a). Name of Issuer: Seacor Holdings Inc. -------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 11200 Richmond, Suite 400 Houston, Texas 77082 -------------------------------------------------------------------- Item 2(a). Name of Person Filing: A. Alex Porter Paul Orlin Geoffrey Hulme Jonathan W. Friedland CF Advisors, LLC -------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: 666 5th Avenue, 34th Floor, New York, New York 10103 666 5th Avenue, 34th Floor, New York, New York 10103 666 5th Avenue, 34th Floor, New York, New York 10103 666 5th Avenue, 34th Floor, New York, New York 10103 666 5th Avenue, 34th Floor, New York, New York 10103 -------------------------------------------------------------------- Item 2(c). Citizenship: USA USA USA USA Delaware -------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Common Stock, $.01 Par Value -------------------------------------------------------------------- Item 2(e). CUSIP Number: 811904101 -------------------------------------------------------------------- Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: A. Alex Porter: 2,501,347 shares Paul Orlin: 2,501,347 shares Geoffrey Hulme: 2,501,347 shares Jonathan W. Friedland: 2,501,347 shares CF Advisors, LLC: 1,351,806 shares ---------------------------------------------------------------------- (b) Percent of class: A. Alex Porter: 9.9994% Paul Orlin: 9.9994% Geoffrey Hulme: 9.9994% Jonathan W. Friedland: 9.9994% CF Advisors, LLC: 5.404% ---------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Alex Porter: 0 Paul Orlin: 0 Geoffrey Hulme: 0 Jonathan W. Friedland: 0 CF Advisors, LLC: 0 -------------------------------, (ii) Shared power to vote or to direct the vote Alex Porter: 2,501,347 Paul Orlin: 2,501,347 Geoffrey Hulme: 2,501,347 Jonathan W. Friedland: 2,501,347 CF Advisors, LLC: 1,351,806 -------------------------------, (iii) Sole power to dispose or to direct the disposition of Alex Porter: 0 Paul Orlin: 0 Geoffrey Hulme: 0 Jonathan W. Friedland: 0 CF Advisors, LLC: 0 -------------------------------, (iv) Shared power to dispose or to direct the disposition of Alex Porter: 2,501,347 Paul Orlin: 2,501,347 Geoffrey Hulme: 2,501,347 Jonathan W. Friedland: 2,501,347 CF Advisors, LLC: 1,351,806 -------------------------------. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. ---------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Not Applicable ---------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Not Applicable ---------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not Applicable ---------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not Applicable ---------------------------------------------------------------------- Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 9, 2006 ---------------------------------------- (Date) /s/ A. Alex Porter* ---------------------------------------- (Signature) A. Alex Porter ---------------------------------------- (Name/Title) /s/ Paul Orlin* ---------------------------------------- (Signature) Paul Orlin ---------------------------------------- (Name/Title) /s/ Geoffrey Hulme* ---------------------------------------- (Signature) Geoffrey Hulme ---------------------------------------- (Name/Title) /s/ Jonathan W. Friedland* ---------------------------------------- (Signature) Jonathan W. Friedland ---------------------------------------- (Name/Title) CF Advisors, LLC By: /s/ A. Alex Porter ---------------------------------------- (Signature) A. Alex Porter/Principal ---------------------------------------- (Name/Title) * The reporting persons hereby disclaim beneficial ownership over the shares reported herein except to the extent of their pecuniary interest therein. Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to shares of common stock of Seacor Holdings Inc. beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Statement Pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G. Dated: February 9, 2006 /s/ A. Alex Porter --------------------------------- A. Alex Porter Dated: February 9, 2006 /s/ Paul Orlin --------------------------------- Paul Orlin Dated: February 9, 2006 /s/ Geoffrey Hulme --------------------------------- Geoffrey Hulme Dated: February 9, 2006 /s/ Jonathan W. Friedland --------------------------------- Jonathan W. Friedland Dated: February 9, 2006 CF Advisors, LLC By: /s/ A. Alex Porter --------------------------------- Name: A. Alex Porter Title: Principal SK 02903 0001 642273 -----END PRIVACY-ENHANCED MESSAGE-----