-----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, J+7HS06Dg3cpT1b4MlAQnBLiIqMdoPHGNWw+qJS02vd2KP4VnxhZxg6RYE+z0fxI qVInNH0eUzcM9R2FwRCqNA== 0000929624-97-000451.txt : 19970421 0000929624-97-000451.hdr.sgml : 19970421 ACCESSION NUMBER: 0000929624-97-000451 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970418 SROS: NONE GROUP MEMBERS: FIRST MAGNUM CORP GROUP MEMBERS: THOMAS M. FERGUSON 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12323 FILM NUMBER: 97583639 BUSINESS ADDRESS: STREET 1: 125 WORTH AVENUE STREET 2: SUITE 318 CITY: PALM BEACH STATE: FL ZIP: 33480-5111 BUSINESS PHONE: 1-561-833-5111 MAIL ADDRESS: STREET 1: 125 WORTH AVENUE STREET 2: SUITE 318 CITY: PALM BEACH STATE: FL ZIP: 33480 FORMER COMPANY: FORMER CONFORMED NAME: FORMERLY FIRST NATIONAL CORP/NV/ DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MAGNUM CORP CENTRAL INDEX KEY: 0001022627 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 125 WORTH AVE STREET 2: STE 318 CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: 9546276363 MAIL ADDRESS: STREET 1: 125 WORTH AVE STREET 2: STE 318 CITY: PALM BEACH STATE: FL ZIP: 33480 SC 13D/A 1 AMENDMENT #1 TO SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Seal Fleet, Inc. (Name of Issuer) Class A and Class B Common Stock (Title of Class of Securities) 812068104 (CUSIP Number) James S, Goodner 125 Worth Avenue, Suite 314 Palm Beach, Florida 33480 (561) 835-9520 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 21, 1997 (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 if a fee is being paid with the statement [ ] (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 a 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 Exchange 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). - ----------------------- --------------------- CUSIP NO. 812068104 13D PAGE 2 OF 6 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Magnum Corporation 65-0664262 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 1(e) 5 [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 FLORIDA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 315,378 SHARES OF CLASS A COMMON STOCK OWNED BY 50,000 SHARES OF CLASS B COMMON STOCK ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 315,378 SHARES OF CLASS A COMMON STOCK 50,000 SHARES OF CLASS B COMMON STOCK - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12 315,378 SHARES OF CLASS A COMMON STOCK 50,000 SHARES OF CLASS B COMMON STOCK - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13 12.6% OF CLASS A COMMON STOCK 100% OF CLASS B COMMON STOCK - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP NO. 812068104 13D PAGE 3 OF 6 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THOMAS M. FERGUSON - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 SC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 5 [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 UNITED STATES CITIZEN - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 240,000 SHARES OF CLASS A COMMON STOCK SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 315,378 SHARES OF CLASS A COMMON STOCK OWNED BY 50,00 SHARES OF CLASS B COMMON STOCK ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 240,000 SHARES OF CLASS A COMMON STOCK PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 315,378 SHARES OF CLASS A COMMON STOCK 50,000 SHARES OF CLASS B COMMON STOCK - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 555,378 SHARES OF CLASS A COMMON STOCK 50,000 SHARES OF CLASS B COMMON STOCK - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13 22.2% OF CLASS A COMMON STOCK 100% OF CLASS B COMMON STOCK - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ This Amendment No. 1 to Schedule 13D amends the statement on Schedule 13D filed with the Securities and Exchange Commission by First Magnum Corporation on October 7, 1996. Items 1 through 7 of that Schedule 13D are hereby amended to read in full as follows: Item 1 - SECURITY AND ISSUER. This statement relates to the Class A common stock and Class B common stock, par value $.10 per share, of Seal Fleet, Inc. (the "Issuer"). The principal executive offices of the issuer are located at 125 Worth Avenue, Suite 314, Palm Beach, Florida 33480. Item 2 - IDENTITY AND BACKGROUND. This Schedule 13D is filed jointly by First Magnum Corporation (a corporation incorporated in the State of Florida), 125 Worth Avenue, Suite 318, Palm Beach, Florida 33480, and Thomas M. Ferguson (an individual and a United States citizen), 125 Worth Avenue, Suite 318, Palm Beach, Florida 33480. First Magnum Corporation is wholly owned by Thomas M. Ferguson. The principal business of First Magnum Corporation is to act as a holding company. The principal occupation of Thomas M. Ferguson is to serve as Chairman of the Board and President of Seal Fleet, Inc., 125 Worth Avenue, Suite 314, Palm Beach, Florida 33480. During the last five years, neither First Magnum Corporation nor Thomas M. Ferguson has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither of such persons has been a party to a civil proceeding resulting in a judgment, decree or final order against such person relating to any violation of federal or state securities laws. Item 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. All shares of Seal Fleet, Inc. Class A common stock and Class B common stock owned by First Magnum Corporation were purchased with funds of First Magnum Corporation. 50,000 shares of Class B common stock were purchased from Hvide Marine Incorporated for a nominal cost. 37,600 shares of Class A common stock were purchased from Hvide Marine Incorporated for a nominal cost. 277,778 shares of Class A common stock were purchased from Seal Fleet, Inc. at the prevailing market prices as published on the National Daily Quotation Service "Pink Sheets") during the 60-day period from February 1 through March 29, 1996. The total amount paid for the 277,778 shares of Class A common stock was $100,000. Seal Fleet, Inc. had previously held the 277,778 shares as treasury stock. The 240,000 shares of Seal Fleet Class A common stock owned by Thomas M. Ferguson were purchased pursuant to the exercise of a stock option previously granted to Mr. Ferguson under the Issuer's 1996 Long Term Incentive Plan. The funds used to purchase the shares were borrowed by Mr. Ferguson from the Issuer pursuant to the terms of a Secured Promissory Note and a Stock Pledge Agreement, copies of which are attached hereto as Exhibits 1 and 2, respectively. Item 4 - PURPOSE OF TRANSACTION. The purpose of the purchases by First Magnum Corporation and Mr. Ferguson was to acquire shares for investment. Either First Magnum Corporation or Mr. Ferguson or both may purchase additional shares of Seal Fleet, Inc. stock, or may dispose of shares of Seal Fleet, Inc. stock, based upon its or his investment decisions. The Issuer's preliminary proxy statement filed with the Securities and Exchange Commission on March 26, 1997, describes several proposals the Board of Directors of the Issuer intends to present to the shareholders of the Issuer at the Issuer's next annual meeting. These include an increase in the authorized capital stock of the Issuer, a merger of the Issuer into its wholly-owned subsidiary in order to change the state of incorporation of the Issuer from Nevada to Delaware, a reduction in the minimum number of authorized directors of the Issuer to three, the removal of a restriction requiring the Issuer's Board of Directors to obtain shareholder approval before concluding its initial acquisition and one for fifty reverse stock splits of the Issuer's Class A and Class B common stock followed by twenty-five for one forward stock splits of such shares. As a member of the Board of Directors, Mr. Ferguson voted to recommend those proposals to the shareholders of the Issuer. Except as stated above, neither First Magnum Corporation nor Thomas M. Ferguson currently has any plan or proposal which relates to any of the matters set forth in Item 4(a)-(j) of Schedule 13D. Item 5 - INTEREST IN SECURITIES OF THE ISSUER. First Magnum Corporation and Mr. Ferguson own the following numbers of shares of Class A and Class B common stock of Seal Fleet, Inc.:
Shares Held in Name of Numbers of Shares and Class Percent of Outstanding Shares - ---------------------- --------------------------- ----------------------------- First Magnum Corporation 50,000 shares of Class B 100% common stock First Magnum Corporation 315,378 shares of Class A 12.6%* common stock Thomas M. Ferguson 240,000 shares of Class A 9.6%* common stock
* Outstanding shares of Class A common stock of Seal Fleet, Inc. assumed to be 2,502,405 shares. First Magnum Corporation and Mr. Ferguson share power to vote and to dispose of the 50,000 shares of Class B common stock and 315,378 shares of Class A common stock owned by First Magnum Corporation. Mr. Ferguson has sole power to vote and to dispose of the 240,000 shares of Class A common stock owned by him. Mr. Ferguson purchased 240,000 shares of Class A common stock of Seal Fleet, Inc. on March 21, 1997, pursuant to an exercise of a stock option granted to him pursuant to the 1996 Long Term Incentive Plan of Seal Fleet, Inc. The exercise price under the option was $.50 per share. 2 Item 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. Item 7 - MATERIAL TO BE FILED AS EXHIBITS. Copies of the Secured Promissory Note and the Stock Pledge Agreement between Thomas M. Ferguson and Seal Fleet, Inc. which are referred to in Item 3 are attached hereto as Exhibits 1 and 2, respectively. A copy of the Agreement dated March 31, 1997, between First Magnum Corporation and Mr. Ferguson pertaining to their agreement to file jointly Amendment No. 1 to Schedule 13D is attached hereto as Exhibit 3. 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. Date: April 17, 1997 First Magnum Corporation By: /s/ Thomas M. Ferguson ---------------------- Thomas M. Ferguson President Date: April 17, 1997 /s/ Thomas M. Ferguson ---------------------- Thomas M. Ferguson 3 EX-1 2 SECURED PROMISSORY NOTE EXHIBIT 1 SECURED PROMISSORY NOTE $120,000.00 Palm Beach, Florida March 25, 1997 FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of SEAL FLEET, INC., a Nevada corporation (the "Company"), at its offices at 125 Worth Avenue, Suite 314, Palm Beach, Florida 33480, the principal sum of $120,000 together with interest from the date hereof on the unpaid principal balance outstanding hereunder from time to time at a floating rate per annum equal to the sum of one percent (1%) and the discount from face value at which 90-day United States treasury bills have most recently been sold at government auction, such rate to be established initially as of the date hereof and to be readjusted hereafter at the end of each successive 180-day period. The undersigned shall use the funds borrowed from the Company in the transaction to which this note relates solely for the purpose of exercising his option to acquire 240,000 shares (the "Shares") of the Class A common stock of the Company. To secure the obligations of the undersigned under this note, the undersigned shall deliver to the Company a stock pledge agreement (the "Pledge Agreement") in a form acceptable to the Company, pursuant to which the undersigned shall grant to the Company a security interest in the Shares, together with such further documents as are reasonably required by the Company to perfect the security interest so granted and to facilitate the exercise of the related remedies of the Company, including but not limited to the original certificate representing the Shares and a stock power signed by the undersigned. Interest accrued hereunder shall be paid no less frequently than annually. The principal balance and any accrued and unpaid interest outstanding under this note shall be paid in full not later than the earlier to occur of (i) the termination of the employment of the undersigned with the Company, (ii) March 21, 1999, (iii) the date of sale or other disposition of the Shares by the undersigned or (iv) any breach of the undersigned's obligations under this note or under the Pledge Agreement. This note may be prepaid in whole or in part, without penalty, at any time. The undersigned promises to pay all reasonable expenses incurred by the holder of this note in connection with the enforcement of the rights of the holder under this note and the Pledge Agreement, including attorneys' fees. The undersigned waives presentment, protest and demand, notice of protest, notice of demand and dishonor, and notice of nonpayment on this note. Principal and interest are payable in lawful money of the United States. This note has been executed in the State of Florida and shall be construed and interpreted in accordance with the laws thereof. /s/ Thomas M. Ferguson ---------------------- Thomas M. Ferguson EX-2 3 STOCK PLEDGE AGREEMENT EXHIBIT 2 STOCK PLEDGE AGREEMENT This Agreement is made effective as of March 25, 1997, by and between Thomas M. Ferguson ("Pledgor") and Seal Fleet, Inc. a Nevada corporation ("Pledgee"). R E C I T A L S Pledgor has executed a Promissory Note (the "Note") in favor of Pledgee dated as of the date hereof in the original principal amount of $120,000. The Note relates to a loan made by Pledgee to Pledgor, the proceeds of which Pledgor applied to the acquisition of 240,000 Shares of the Class A common stock of Pledgee (the "Shares"). Pledgor desires to pledge the Shares to Pledgee as security for the performance of the obligations of Pledgor under the Note and under this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the parties agree as follows: A G R E E M E N T 1. Pledgor hereby grants a security interest in the Shares to Pledgee to secure the performance by Pledgor of his obligations hereunder and under the Note. Pledgor represents and warrants that the Shares are owned beneficially and of record by Pledgor free and clear of all claims, liens and encumbrances other than the security interest of Pledgee granted hereby. Promptly following his execution of this Agreement, Pledgor shall deliver to Pledgee the original certificate representing the Shares, together with a stock power signed by Pledgor in the form of Exhibit A attached hereto. 2. For and during the term hereof, so long as Pledgor is not in default with respect to the payment of the interest or principal under the Note and is not otherwise in default of his obligations hereunder and under the Note, Pledgor shall maintain all rights to vote the Shares on all corporate matters, and Pledgee shall execute any proxies which may be deemed necessary to enable Pledgor to exercise his rights hereunder. 3. Upon payment in full of all sums due under the Note and hereunder, Pledgee shall transfer the Shares to Pledgor, and this Agreement shall terminate. 4. Upon any default by Pledgor with respect to his obligations hereunder or under the Note, Pledgee may exercise any and all remedies available to it under applicable law, including, without limitation, acceleration of all amounts due under the Note and all remedies available to Pledgee as a secured creditor under the Uniform Commercial Code in effect in the State of Florida. Without limiting the foregoing, if Pledgor fails to make any payment provided for in the Note when due or otherwise defaults under the Note or hereunder, Pledgee may, upon five (5) days' notice to Pledgor, sent by registered mail, and without liability for any diminution in price which may have occurred, sell any or all of the Shares in such manner and for such price as Pledgee may determine at any public or private sale. At any such sale, Pledgee shall be free to purchase, for its own account, any or all of the Shares. At such sale, payment to Pledgee for the Shares shall be made in cash money and such price may not include a promissory note or other evidence of indebtedness of the purchaser or of a third party, except that Pledgee may use the Note as part or all of the consideration, if any, paid by Pledgee. Pledgee shall apply the proceeds of such sale in the following order: (i) to reimburse itself for all costs, expenses and fees (including attorneys' fees) on account of such sale, (ii) to pay the outstanding balance of any amount due under the Note or hereunder, and (iii) to pay any balance of such proceeds to Pledgor. In the event that the proceeds of any sale are insufficient to cover all amounts due under the Note and hereunder, plus the costs, expenses and fees in connection with the sale, Pledgor shall remain liable to Pledgee for such deficiency. 5. Pledgee and Pledgor agree to execute any and all documents necessary to carry out the provisions and intent of this Agreement. A waiver of any term or provision herein contained shall not be deemed a waiver of any other term or provision or subsequent breach of the same or any other term or provision hereof. This Agreement, and all of the terms hereof, shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, executors, administrators or assigns. 6. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding in addition to any other relief to which it may be entitled. The rights and remedies herein shall be in addition to and cumulative with all other rights and remedies herein, under the Note, or at law or in equity. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written. PLEDGOR: PLEDGEE: SEAL FLEET, INC. /s/ Thomas M. Ferguson By: /s/ James S. Goodner ---------------------- -------------------- Thomas M. Ferguson James S. Goodner Its Secretary -------------------- ADDRESS: ADDRESS: P.O. Box 1147 125 Worth Avenue, Suite 314 Palm Beach, FL 33480 Palm Beach, Florida 33480 2 Exhibit A IRREVOCABLE STOCK POWER ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUABLE CONSIDERATION, the undersigned does hereby give, assign and transfer to ___________________________________________ two hundred forty thousand (240,000) shares of the Class A common stock of Seal Fleet, Inc., a Nevada corporation, represented by Certificate No.___________, standing in the name of the undersigned on the books of the company. The undersigned does hereby irrevocably constitute and appoint the Secretary of the Company, whoever shall hold that office from time to time, as his attorney to transfer such shares on the books of the company, with full power of substitution in the premises. Dated: ____________________, 1997 __________________________________ Thomas M. Ferguson 3 EX-3 4 AGREEMENT DATED MARCH 31, 1997 Exhibit 3 Agreement March 31, 1997 First Magnum Corporation and Thomas M. Ferguson hereby agree to file jointly this Amendment No. 1 to Schedule 13D under the Securities Exchange Act of 1934 (the "Act") in connection with their beneficial ownership of common stock issued by Seal Fleet, Inc. First Magnum Corporation and Thomas M. Ferguson state that they are each individually entitled to use Schedule 13D pursuant to Rule 13d-1(c) of the Act. First Magnum Corporation and Thomas M. Ferguson are each responsible for the timely filing of this statement, and for the completeness and accuracy of the information concerning each of them contained therein, but are not responsible for the completeness or accuracy of the information concerning the other. First Magnum Corporation By: /s/ Thomas M. Ferguson ---------------------- Thomas M. Ferguson President By: /s/ Thomas M. Ferguson ---------------------- Thomas M. Ferguson -----END PRIVACY-ENHANCED MESSAGE-----