-----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, HGenkUXwaeglFVVWiwfIlBkABNq+1FnFEHth4ZsvmQo8RrR2h6CjySUIXW86Ju5G 7GC+MyDrbMDaXJn17/GyUg== 0000925328-99-000023.txt : 19990223 0000925328-99-000023.hdr.sgml : 19990223 ACCESSION NUMBER: 0000925328-99-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEAL HOLDINGS CORP CENTRAL INDEX KEY: 0000110027 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 640769296 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-12323 FILM NUMBER: 99546444 BUSINESS ADDRESS: STREET 1: 125 WORTH AVENUE STREET 2: SUITE 314 CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: 5618335111 MAIL ADDRESS: STREET 1: 125 WORTH AVENUE STREET 2: SUITE 314 CITY: PALM BEACH STATE: FL ZIP: 33480-5111 FORMER COMPANY: FORMER CONFORMED NAME: SEAL FLEET INC DATE OF NAME CHANGE: 19920703 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: 650524593 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Seal Holdings Corporation (Name of Issuer) Class A Common Stock, Par Value $.20 Per Share (Title of Class of Securities) 812070 10 0 (CUSIP Number) Robert B. Lamm Senior Vice President, General Counsel and Secretary Hvide Marine Incorporated 2200 Eller Drive, P.O. Box 13038 Fort Lauderdale, Florida 33316 (954) 523-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 1998 (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 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 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.) Page 1 of 10 Pages Schedule 13D CUSIP No. 812070 10 0 1. Name of Reporting Person I.R.S. Identification No. of Reporting Person Hvide Marine Incorporated 65-0524593 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place or Organization State of Florida Number of Shares Beneficially Owned by Each Reporting Person with: 7. Sole Voting Power 87,525 8. Shared Voting Power 0 9. Sole Dispositive Power 87,525 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 87,525 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / 13. Percent of Class Represented by Amount in Row (11) 7.3% 14. Type of Reporting Person (See Instructions) CO Page 2 of 10 Pages This Amendment No. 1 to Schedule 13D is being filed by the Reporting Person (as defined below) to report the disposition of the Common Stock (as defined below) described in Item 4. Item 1. Security and Issuer Item 1 is amended to read in its entirety the following: This Statement relates to the Class A Common Stock, par value $.20 per share (the "Common Stock"), of Seal Holdings Corporation (the "Issuer"). The Issuer's principal executive offices are located at 125 Worth Avenue, Suite 314, Palm Beach, Florida 33480. Item 2. Identity and Background Item 2 is amended to read in its entirety the following: Pursuant to Rule 13d-2(a) of Regulation 13D of the General Rules and Regulations under the Securities Exchange Act of 1934 (the "Act"), this Amendment No. 1 to Schedule 13D is being filed by Hvide Marine Incorporated (the "Reporting Person"). The Reporting Person is a Florida corporation with its principal executive offices located at 2200 Eller Drive, Fort Lauderdale, Florida 33316. The principal business of the Reporting Person is the provision of marine support and transportation services in the U.S. domestic and international trades, principally to the energy and chemical industries. The attached Schedule I is a list of the executive officers and directors of the Reporting Person; each of the named persons is a U.S. citizen. The following paragraphs provide certain information about shareholders of the Reporting Person that may be deemed to be control persons within the meaning of Instruction C of the General Instructions to Schedule 13D. Hvide Trust Limited, L.P. ("Hvide Trust Limited") is a Delaware limited partnership with its principal business address at 2200 Eller Drive, Fort Lauderdale, Florida 33316. Hvide Trust Limited was formed for the sole purpose of holding certain shares of the Reporting Person's Class B Common Stock. The limited partners of Hvide Trust Limited are Mr. J. Erik Hvide, the president and chief executive officer of the Reporting Person, and three trusts, the trustee of which is Mr. Hvide. Mr. Hvide is also the sole stockholder of Hvide Holdings, Inc. ("Hvide Holdings"), a Delaware corporation, which is the general partner of Hvide Trust Limited. The business address of Hvide Holdings is 2200 Eller Drive, Fort Lauderdale, Florida 33316. At present, the business of Hvide Holdings consists of performing the function of, and serving as, the general partner of Hvide Trust Limited. The attached Schedule II is a list of the executive officers and directors of Hvide Holdings; each of the named persons is a U.S. citizen. Clipper Capital Associates, Inc. ("Clipper") is a Delaware corporation with its principal executive offices located at 650 Madison Avenue, 9th Floor, New York, New York 10022. At present, the business of Clipper consists of performing the function of, and serving as, the general partner of Clipper Capital Associates, L.P., a Delaware limited partnership ("Clipper L.P."), which in turn is the general partner of certain private investment funds. Clipper L.P. directly owns certain of the shares of the Reporting Person's Class B Common Stock and is the general partner of certain limited partnerships (collectively with Clipper L.P., the "Clipper Partnerships"), including Clipper/Merchant HMI, L.P., Clipper/Merban, L.P. and Clipper/Park HMI, L.P., each of which owns certain of the shares of the Page 3 of 10 Pages Reporting Person's Class B Common Stock. Mr. Robert B. Calhoun, Jr., a director of the Reporting Person and a U.S. citizen whose business address is the same as Clipper's, owns all of the outstanding stock of Clipper. The attached Schedule III is a list of the executive officers and directors of Clipper; each of the named persons is a U.S. citizen. During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the persons named in this Item 2 or in the related Schedules, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Item 3 is amended to read in its entirety the following: No cash consideration was paid in connection with the transaction described in Item 4 below. Item 4. Purpose of Transaction Item 4 is amended to read in its entirety the following: On March 10, 1998, the Reporting Person's broker (the "Broker") effected in the open market the sale of 25,250 shares of Common Stock that were held in the Reporting Person's account with the Broker at a price of $0.563 per share (exclusive of commissions). This sale was not authorized. In November 1998, the Reporting Person and the Broker agreed to settle the Reporting Person's claim with respect to the unauthorized sale in considerdation for the payment of $8,000 to the Reporting Person by the Broker. The Reporting Person acquired the shares of Common Stock as an investment and may from time to time acquire additional shares or dispose of shares through open market or privately negotiated transactions, depending on existing market and economic conditions. The Reporting Person 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 the Reporting Person, 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 of shares of Common Stock beneficially owned by the Reporting Person is 87,525. The percentage of shares of Common Stock beneficially owned by the Reporting Person is 7.3%. The Reporting Person has sole voting power with respect to 87,525 shares of Common Stock; has shared voting power with respect to none of the shares of Common Stock; has sole dispositive power with respect to 87,525 shares of Common Stock; and has shared dispositive power with respect to none Page 4 of 10 Pages of the shares of Common Stock. There have been no transactions effected by the Reporting Person in the Common Stock during the past sixty days. 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. Page 5 of 10 Pages 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/ ROBERT B. LAMM Robert B. Lamm Senior Vice President, General Counsel and Secretary DATE: February 22, 1999 Page 6 of 10 Pages SCHEDULE I Executive Officers and Directors of Hvide Marine Incorporated Executive Officers J. Erik Hvide Chairman of the Board, President and Chief Executive Officer 2200 Eller Drive Fort Lauderdale, Florida 33316 John H. Blankley Executive Vice President, Chief Financial Officer and Director 2200 Eller Drive Fort Lauderdale, Florida 33316 Eugene F. Sweeney Executive Vice President, Chief Operating Officer and Director 2200 Eller Drive Fort Lauderdale, Florida 33316 Andrew W. Brauninger Senior Vice President-Offshore Division 2200 Eller Drive Fort Lauderdale, Florida 33316 Robert B. Lamm Senior Vice President, General Counsel and Secretary 2200 Eller Drive Fort Lauderdale, Florida 33316 Walter S. Zorkers Senior Vice President-Development 2200 Eller Drive Fort Lauderdale, Florida 33316 William R. Ludt Vice President-Inland Services Division 2200 Eller Drive Fort Lauderdale, Florida 33316 Page 7 of 10 Pages Directors J. Erik Hvide Chairman of the Board, President and Chief Executive Officer 2200 Eller Drive Fort Lauderdale, Florida 33316 John H. Blankley Executive Vice President, Chief Financial Officer and Director 2200 Eller Drive Fort Lauderdale, Florida 33316 Eugene F. Sweeney Executive Vice President, Chief Operating Officer and Director 2200 Eller Drive Fort Lauderdale, Florida 33316 Robert B. Calhoun, Jr. President Clipper Asset Management Corporation 650 Madison Avenue, 9th Floor New York, New York 10022 Gerald Farmer 6711 N. Ocean Boulevard #8 Ocean Ridge, Florida 33435 Jean Fitzgerald Chairman Florida Alliance, Inc. 2200 Eller Drive Fort Lauderdale, Florida 33316 John J. Lee Chairman and Chief Executive Officer Hexcel Corporation 281 Tresser Boulevard, 16th Floor Two Stamford Place Stamford, Connecticut 06901 Walter C. Mink President, Walter C. Mink & Associates 8928 Rainbow Ridge Drive Las Vegas, Nevada 89117 Robert Rice 3322 Wildcat Point Johns Island, South Carolina 29455 Dr. Raymond B. Vickers Attorney 811 Lake Ridge Drive Tallahassee, Florida 32312 Josiah O. Low, III Managing Director, Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, New York 10172 Page 8 of 10 Pages SCHEDULE II Executive Officers and Directors of Hvide Holdings Corp. Name Business Address Gerald Farmer Hvide Marine Incorporated President, Treasurer and Director 2200 Eller Drive, P.O. Box 13038 Ft. Lauderdale, Florida 33316 Denison H. Hatch, Jr. Morris, Nichols, Arsht & Tunnell Vice President, Secretary and Director 1201 North Market Street Wilmington, Delaware 19899-1347 Page 9 of 10 Pages SCHEDULE III Directors and Executive Officers of Clipper Capital Associates, Inc. Name Business Address Robert B. Calhoun, Jr. Clipper Capital Associates President and Director 650 Madison Avenue New York, New York 10022 Eugene P. Lynch Clipper Capital Associates Treasurer, Secretary and Director 650 Madison Avenue New York, New York 10022 Page 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----