-----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, S4JWNWsNwgsIP6iF2SGKYGytpV9wW6ftNRdeOymYgc2VSSH7jmXEAmJ0JlEkd9HN rYkIduExj2L9KpS1k4Gd1g== 0000925328-96-000012.txt : 19960827 0000925328-96-000012.hdr.sgml : 19960827 ACCESSION NUMBER: 0000925328-96-000012 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960826 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEAL FLEET INC CENTRAL INDEX KEY: 0000110027 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 741670096 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-12323 FILM NUMBER: 96620771 BUSINESS ADDRESS: STREET 1: 3305 AVE S STREET 2: P O BOX 1168 CITY: GALVESTON STATE: TX ZIP: 77550 BUSINESS PHONE: 4097638878 MAIL ADDRESS: STREET 1: PO BOX 1168 CITY: GALVESTON STATE: TX ZIP: 77553-1168 FORMER COMPANY: FORMER CONFORMED NAME: FORMERLY FIRST NATIONAL CORP/NV/ DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HVIDE MARINE INC CENTRAL INDEX KEY: 0000922341 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 591216042 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2200 ELLER DR BUILDING 27 STREET 2: PO BOX 13038 CITY: FORT LAUDERDALE STATE: FL ZIP: 33316 BUSINESS PHONE: 3055232200 MAIL ADDRESS: STREET 1: 2200 ELLER DRIVE BLDG 27 STREET 2: 2200 ELLER DRIVE BLDG 27 CITY: FT LAUDERDALE STATE: FL ZIP: 33316 SC 13D 1 SCHEDULE 13D FOR HVIDE MARINE INCORPORATED UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _________)* Seal Fleet, Inc. ------------------------------ (Name of Issuer) Class A Common Stock ----------------------------------------------- (Title of Class of Securities) 812068 10 4 ---------------- (CUSIP Number) Gene Douglas, Vice President-Legal and General Counsel Hvide Marine Incorporated, 2200 Eller Drive, P.O. Box 13038 Port Everglades Station, Ft. Lauderdale, FL 33316 (954) 523-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 14, 1996 ----------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in the prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.) 1. NAME OF PERSON Hvide Marine Incorporated 2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e). [ ] N/A 6. CITIZENSHIP OR PLACE OR ORGANIZATION State of Florida 7. SOLE VOTING POWER 271,055 shares of Class A Common Stock NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 271,055 shares of Class A Common Stock 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 271,055 shares of Class A Common Stock 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% based on issuer's most recent quarterly report on Form 10-Q 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT ITEM 1. SECURITY AND ISSUER. Title of class of equity securities: Class A Common Stock Name and address of the principal executive offices of the issuer: Seal Fleet, Inc. 3305 Avenue S Galveston, Texas 77553 ITEM 2. IDENTITY AND BACKGROUND (a) Name: Hvide Marine Incorporated (b) Address of Principal Business and Principal Office: 2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) State of Organization: State of Florida (d) Principal Business: Marine support and transportation services in the U.S. domestic trade and principally to the energy and chemical industries. (e) Criminal convictions in the last five years: None (f) Civil securities violations in the last five years: None Executive Officers and Directors of Hvide Marine Incorporated: (a) Name: J. Erik Hvide (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Chairman of the Board, President, Chief Executive Officer, and Director, Hvide Marine Incorporated (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: John H. Blankley (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Executive Vice President, Chief Financial Officer, Treasurer, and Director, Hvide Marine Incorporated (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: Donald L. Caldera (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Executive Vice President- Development and Director, Hvide Marine Incorporated (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: Eugene F. Sweeney (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Executive Vice President- Operations and Director, Hvide Marine Incorporated (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: Arthur E. Bailey (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Vice President-Human Resources and Strategic Quality Planning, Hvide Marine Incorporated (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: Andrew W. Brauninger (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Vice President-Offshore Division, Hvide Marine Incorporated (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: Gene Douglas (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Vice President-Legal and General Counsel and Secretary, Hvide Marine Incorporated (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: William R. Ludt (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Vice President-Inland Services Division, Hvide Marine Incorporated (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: Robert A. Santos (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Vice President-Offshore and Harbor Towing Operations, Hvide Marine Incorporated (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: Robert B. Calhoun, Jr. (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Director, Hvide Marine Incorporated President, Clipper Asset Management Corporation (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: Gerald Farmer (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Director, Hvide Marine Incorporated Retired (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: Jean Fitzgerald (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Director, Hvide Marine Incorporated Chairman, Florida Alliance, Inc. (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: John Lee (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Director, Hvide Marine Incorporated Chairman and Chief Executive Officer, Hexcel Corporation (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: Walter C. Mink (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Director, Hvide Marine Incorporated President, Walter C. Mink & Associates (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: Robert Rice (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Director, Hvide Marine Incorporated Retired (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (a) Name: Dr. Raymond B. Vickers (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Director, Hvide Marine Incorporated Attorney (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA Shareholders of Hvide Marine Incorporated: (a) Name: Clipper Capital Associates, L.P. (b) Address of Principal Business and Principal Office: 12 E. 49th Street, 30th Floor New York, NY 10017 (c) State of Organization: State of Delaware (d) Principal Business: Private Investment Firm (e) Criminal convictions in the last five years: None (f) Civil securities violations in the last five years: None (g) Clipper Capital Associates, L.P. is a shareholder of Hvide Marine Incorporated and the general partner of certain other shareholders of Hvide Marine Incorporated (a) Name: J. Erik Hvide (b) Business address:2200 Eller Drive P.O. Box 13038 Port Everglades Station Fort Lauderdale, FL 33316 (c) Present principal occupation: Chairman of the Board, President, Chief Executive Officer, and Director, Hvide Marine Incorporated (d) Criminal convictions in the last five years: None (e) Civil securities violations in the last five years: None (f) Citizenship: USA (g) Mr. Hvide is a shareholder and a trustee of certain trusts that are shareholders of Hvide Marine Incorporated ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. General Business Funds ITEM 4. PURPOSE OF TRANSACTION Hvide Marine Incorporated ("HMI")acquired the shares of Class A Common Stock as an investment and may from time to time acquire or dispose of additional shares through open market and privately negotiated transactions depending on existing market and economic conditions. HMI intends to review its investment in the issuer on a continuing basis and, depending on the price and availability of shares, subsequent developments affecting the issuer, the issuer's business and prospects, other investment and business opportunities available to HMI, and other factors considered relevant, may decide to increase or decrease the size of its investment in the issuer. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. The aggregate number and percentage of the class of securities beneficially owned by HMI is indicated on page 3 of this Schedule. Of the 271,055 shares of Class A Common Stock acquired by HMI, 70,000 and 26,000 shares were acquired in private transactions on July 18, 1996 and July 17, 1996, respectively, 212,655 shares were acquired on August 14, 1996 in connection with HMI's acquisition of eight offshore supply boats from the Issuer and certain related partnerships, and 37,600 shares were sold by HMI to an individual on August 14, 1996. ITEM 6. CONTACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. 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. HVIDE MARINE INCORPORATED By: /s/ GENE DOUGLAS ------------------- Gene Douglas DATE: August 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----