SEAL FLEET, INC.
3305 Avenue S
Galveston, Texas 77550
(409) 763-8878
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 13, 1995
The Annual Meeting of Shareholders of Seal Fleet, Inc. ("Company") will
be held in the offices of the Company at 3305 Avenue S, Galveston,
Texas 77550, on June 13, 1995 at 10:00 A.M., Galveston time for the
following purposes:
1 To elect as directors the seven (7) persons listed in the
Proxy Statement dated June 13, 1995.
2 To ratify appointment of Pannell Kerr Forster of Texas, P.C.
as independent auditors for the Company for the 1995 fiscal
year.
3 To act upon any other matters properly coming before the
meeting or any adjournment thereof.
Holders of common stock at the close of business on April 27, 1995 will
be entitled to vote at the meeting and any adjournment thereof as set
forth in the accompanying Proxy Statement.
By order of the Board of Directors
May 15, 1995 Ann McLeod Moody
Galveston, Texas Corporate Secretary
In order to avoid additional soliciting expense to the Company,
please SIGN, DATE and MAIL your proxy PROMPTLY in the return
envelope provided, even if you plan to attend the meeting. You
mayrevoke your proxy at any time prior to its use at the Annual
Meeting by giving written notice of revocation, by signing and
delivering to the Secretary of the Company a proxy bearing a later date
or by personally voting at the meeting.
<PAGE>
PROXY STATEMENT
Annual Meeting of Shareholders
June 13, 1995
The accompanying Form of Proxy is being solicited on behalf of the
Board of Directors of Seal Fleet, Inc. (hereinafter sometimes
referred to as "Company" or "Seal Fleet"). The meeting will be
held in the Company's offices at 3305 Avenue S, Galveston, Texas at
10:00 A.M. on June 13, 1995. Only shareholders of record as of the
close of business on April 27, 1995 (the "Record Date") will be
entitled to notice of and to vote at the Annual Meeting of Shareholders
or any adjournment thereof. This Proxy Statement is being mailed on or
about May 15, 1995.
Seal Fleet, Inc. has outstanding two classes of stock, class A
voting common stock, par value $0.10 per share ("Class A Stock"),
and class B voting common stock, par value $0.10 per share ("Class B
Stock"). The holders of the Class B Stock are entitled to elect a
simple majority of the Company's directors, and the holders of Class A
Stock are entitled to elect the remaining directors. In addition, the
holders of each of the two classes of stock are entitled to vote as a
separate class on certain other matters. On the Record Date, there
were outstanding 1,984,627 shares of Class A Stock and 50,000 shares of
Class B Stock. Each shareholder will be entitled to one vote for each
share of stock owned. There are no cumulative voting rights.
The cost of the solicitation will be borne by the Company.
Solicitation of proxies will be primarily by mail, but proxies may also
be solicited personally, by telephone or fax by officers, directors and
regular employees of the Company. The Company will make arrangements
with brokerage firms, banks and other nominees to forward proxy
materials to beneficial owners of shares and will reimburse such
nominees for their reasonable costs. All properly signed and submitted
proxies will be voted. Where a choice has been specified by the
shareholder as provided on the proxy, the proxy will be voted (or
withheld) in accordance with such specification. If a proxy does not
specify otherwise, it will be voted FOR the election of management's
slate of directors. See "Election of Directors". Any shareholder
giving a proxy may revoke it at any time prior to its use at the
meeting by giving the Company written notice of the revocation, by
signing and delivering to the Secretary of the Company a proxy bearing
a later date or by personally voting at the meeting.
Accordingly, the persons nominated as "Class A Directors" will be
elected if they receive the affirmative vote of a majority of the
outstanding shares of Class A Stock represented at the meeting in
person or by proxy. The persons nominated as "Class B Directors"
likewise will be elected if they receive the affirmative vote of a
majority of the outstanding shares of Class B Stock represented at the
meeting in person or by proxy. A representative of the Company's
transfer agent will be present and will tabulate the votes.
<PAGE>
SECURITY OWNERSHIP
The following table provides information as of the Record Date with
respect to ownership by management, nominees for director and by any
person who is known by the Company to be the beneficial owner of more
than five percent of the outstanding Class A Stock or Class B Stock:
<TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT(1)
<CAPTION>
Name and Amount and
Title Address of Nature of Percent
of Beneficial Beneficial of
Class Owner(2)(3) Ownership Class
<S> <C> <C> <C>
A Common John W. Bissell 16,250 (5)
A Common Trinidad C. Salinas 6,775 (5)
A Common Carl H. Haglund 11,960 (5)
A Common Louis E. Pauls, Jr. 7,000 (5)
A Common Gerald J. Smith 205 (5)
A Common Harold C. MacDonald 100 (5)
A Common Robert L. Moody, Jr.(2) (6)
A Common Russell S. Moody (2) (6)
A Common Walter Carucci 126,417 5
A Common Three R Trusts(2) 212,655 11
B Common Three R Trusts(2) 50,000 100
A Common All officers and 42,290 (5)
directors as a (6)
group (8 persons)
<FN>
(1) All of the above shares are presently owned by the beneficial
owner thereof.
(2) Each of the four Three R Trusts (the "Trusts") owns an equal
number of shares of Class A Stock and Class B Stock. The respective
beneficiaries of the Trusts are Robert L. Moody, Jr., Russell S. Moody,
Ross R. Moody and Frances Anne Moody, who are children of Robert L.
Moody, settlor of the Trusts. The trustee of each Trust is Irwin M.
Herz, Jr. The address of the Trusts and of the trustee is c/o Greer,
Herz & Adams, L.L.P., 18th Floor, One Moody Plaza, Galveston, Texas
77550. The Company has been advised that the trustee has sole power to
vote and to make investment decisions regarding all the shares owned by
the Trusts. The Trusts and/or the trustee may be deemed to be control
persons of the Company under the rules of the Securities and Exchange
Commission.
(3) Address of officers and directors is P. O. Box 1168, Galveston,
Texas 77553.
(4) The Company has been advised that each of its officers and
directors (except as stated in notes (2) and (6) has sole power to vote
and to make investment decisions regarding the shares beneficially
<PAGE>
owned by him or her.
(5) Less than five percent.
(6) Does not include shares owned by the Three R Trusts.
</FN>
</TABLE>
The Company is not aware of any contractual arrangement whose operation
may at a subsequent date result in a change in control of the Company.
ELECTION OF DIRECTORS
The authorized number of directors is seven. Each director will hold
office until the next meeting of shareholders for the election of
directors and until his successor is elected and qualifies unless he
sooner resigns or is removed as provided in the bylaws. The holders of
Class B Stock are entitled to nominate and elect a simple majority of
the Board of Directors (four members), and the holders of Class A Stock
are entitled to nominate and elect the remainder of the Board of
Directors (three members).
The persons named as proxies in the enclosed Form of Proxy have been
designated by management and intend to vote the shares of Class A Stock
represented by each proxy for the nomination and election to the Board
of Directors of those persons named below as nominees for Class A
Directors, unless authority to vote for such a director is withheld on
such proxy.
It is understood that the outstanding shares of Class B Stock will be
voted, directly or by proxy, for the persons named below as nominees
for Class B Directors.
Although management has no reason to believe that any of the Class A
Director nominees will be unable or unwilling to serve, if any such
nominee withdraws or otherwise becomes unavailable to serve, the
persons named as proxies will vote for any substitute nominee
designated by the Board of Directors. Certain information concerning
the nominees is provided below.
<PAGE>
NOMINEES FOR CLASS A DIRECTORS
JOHN W. BISSELL Director since 1981
League City, Texas Age 66
Mr. Bissell, for the past five years, has been Chairman of the Board,
President and Chief Executive Officer of Seal Fleet, Inc. He has
served as director of the Company since 1981, and before then, he
served in other executive and management positions for the Company
since 1975. Mr. Bissell also serves as a member of the Executive
Committee of the Company.
HAROLD C. MACDONALD Director since 1981
Houston, Texas Age 61
Mr. MacDonald, for the past five years, has been Comptroller of The
Moody Foundation, a charitable foundation based in Galveston, Texas.
Mr. MacDonald has served as director of the Company since 1981. He is
a member of the Executive Committee and Audit Committee of the Company.
GERALD J. SMITH Director since 1980
Galveston, Texas Age 60
Mr. Smith, for the past five years, has been Program Officer of The
Moody Foundation, a charitable foundation based in Galveston, Texas.
Mr. Smith has served as Director of the Company since 1980. He is a
member of the Audit Committee of the Company.
NOMINEES FOR CLASS B DIRECTORS
ANN MCLEOD MOODY Director since 1975
Galveston, Texas Age 57
Mrs. Moody has served as Corporate Secretary and Director of the
Company since 1975. Mrs. Moody is a member of the Executive Committee
of the Company.
ROBERT L. MOODY, JR. Director since 1980
Galveston, Texas Age 35
Mr. Moody, Jr., for the past five years, has been President of Moody
Insurance Group. He has served as Director of the Company since 1980.
Mr. Moody is a member of the Audit Committee of the Company.
<PAGE>
LOUIS E. PAULS, JR. Director since 1970
Galveston, Texas Age 59
Mr. Pauls, for the past five years, has been President of Louis Pauls &
Associates, an Investment Brokers firm based in Galveston. Mr. Pauls
has served as Director of the Company since 1970. He also serves as
director of National Western Life Insurance Company. Mr. Pauls is a
member of the Audit Committee of the Company.
RUSSELL S. MOODY Director since 1982
Austin, Texas Age 34
Russell S. Moody has served as Director of the Company since 1982. He
also serves as director of American National Insurance Company.
Ann McLeod Moody is the wife, and Robert L. Moody, Jr. and Russell S.
Moody are sons, of Robert L. Moody, settlor of the Three R Trusts.
There is no other relationship by birth or marriage among the directors
or executive officers.
Robert L. Moody is an officer and director of National Western Life
Insurance Company, American National Insurance Company and Moody
National Bank and he and his son, Ross Moody, and his mother are the
three trustees of The Moody Foundation.
Russell S. Moody suffered a serious automobile accident in 1980, which
resulted in his confinement in a hospital for more than a year. After
the accident, his father, Robert L. Moody was appointed his guardian.
This guardianship is still in effect.
To the best knowledge of the Company, no other director of the Company
is a director of any other company with a class of securities
registered under Section 12 of the Securities Exchange Act of 1934 or
subject to the requirements of Section 15(d) of that Act or any company
registered under the Investment Company Act of 1940.
<PAGE>
INFORMATION ABOUT EXECUTIVE OFFICERS
<TABLE>
Executive Officers
The following sets forth certain information with respect to Seal
Fleet's present executive officers. All executive officers are elected
to terms which expire at the organizational meeting of the Board of
Directors which next follows the Annual Meeting of Shareholders.
<CAPTION>
Years of Officer
Name Position Age Service Since
<S> <C> <C> <C> <C>
John W. Bissell Chairman, 66 20 1981
President
and CEO
Carl H. Haglund Executive Vice 51 24 1991
President
Trinidad Salinas Vice President, 54 18 1981
Treasurer
and Assistant
Secretary
Ann McLeod Moody Secretary 57 20 1975
</TABLE>
All of the above executive officers have been employed by Seal Fleet in
management positions for more than five years. Carl Haglund has been
employed with the Company in management positions since 1971.
Mr. Bissell, Ms. Salinas, and Mr. Haglund devote their full working
time to the Company. Information as to the Company's arrangements with
Ann McLeod Moody is provided under "Certain Transactions."
Meetings and Committees of the Board of Directors
The Board of Directors of the Company held five meetings during 1994.
All directors attended 90% of the aggregate number of meetings of the
Board of Directors, except Russell S. Moody. Mr. Moody did not attend
any meetings during 1994. The Board of Directors have two standing
committees which facilitate carrying out its responsibilities.
The Executive Committee which consists of Mrs. Moody and Messrs.
Bissell and MacDonald met once during 1994. The Executive Committee is
empowered to exercise in the intervals between the meetings of the
Board of Directors the powers of the Board in the management of the
business and affairs of the Company.
The Audit Committee which consists of Messrs. Pauls, MacDonald, Smith
and Moody, Jr. met five times during 1994. The Audit Committee is
empowered to recommend to the Board of Directors a firm of certified
<PAGE>
public accountants to conduct audits of the accounts and affairs of the
Company, to review accounting objectives and procedures of the Company
and the findings and reports of the independent certified public
accountants, and to make such reports and recommendations to the Board
of Directors as it deems appropriate.
The Board of Directors has no nominating or compensation committee.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Name and Other
Principal Annual
Position Year Salary Compensation
<S> <C> <C> <C>
John W. Bissell, Chairman 1994 $ 88,000 $ 10,000
President and CEO 1993 80,000 12,000
1992 81,000 15,000
Ralph McIngvale 1994 717,000 -0-
Vice President, Sales 1993 771,000 -0-
1992 125,000 -0-
</TABLE>
Directors are compensated at the rate of $353 for regular meetings and
$177 for each special meeting which they attend and are also reimbursed
for expenses. Mr. Bissell received director's fees of $2,000 in 1994,
1993 and 1992.
Other Annual Compensation for Mr. Bissell includes the cost and
operating expense of an automobile which totaled to $11,000, $12,000
and $15,000 in 1994, 1993 and 1992, respectively.
CERTAIN TRANSACTIONS
The following paragraphs describe certain transactions or relationships
between the Company and its officers, directors and certain related
parties which occurred or have continued since January 1, 1994.
A subsidiary of the Company has a management consulting agreement with
Robert L. Moody. Under such agreement an annual fee of $33,000 and
$54,000 was paid in 1994 and 1993, respectively. The agreement also
provides that the Company will indemnify Mr. Moody against liabilities
incurred by him under such agreement.
Ann McLeod Moody (Robert L. Moody's wife) is Corporate Secretary of the
Company and is paid an annual salary of $16,000. Her duties as
Corporate Secretary require only a minor portion of her time. Mrs.
Moody is also a director of the Company and in such capacity receives
the same fees as other directors.
<PAGE>
Irwin M. Herz, Jr., trustee of the Three R Trusts, is a member of the
law firm which serves as the Company's general legal counsel. Such
firm provided legal services for which it accrued and received
approximately $1,000 during 1994.
The Company's offices occupy a steel and masonry building on a 29,000
square foot tract of land owned by a partnership of which one member is
Robert L. Moody. The Company's lease expires in 1996, provides a
minimum monthly rental of $1,655 ($20,000 per year, which is the amount
paid in 1994) and gives the Company the option to extend the lease for
four additional five year periods at lower rental rates. The Company
pays all repair costs, insurance and taxes. The Company believes that
the terms of this lease are as favorable as those which it could
reasonably expect to obtain from an unaffiliated party.
The Company manages and operates various ships owned by the Three R
Trusts. The Company earns fees based on 6% of the ships' revenues.
Fees earned on the Three R Trusts' ships totaled $249,000 and $264,000
during 1994 and 1993, respectively.
On behalf of the related parties, the Company collects revenues and
pays expenses for the management of these ships. This activity
resulted in a receivable from the Three R Trusts of $1,771,000 at
December 31, 1994 and a payable to the Three R Trusts of $1,037,000 at
December 31, 1993.
The Company has a note payable to the Three R Trusts, face amount of
$5,825,000, stated interest at 7%, collateralized by the common stock
of six subsidiaries of the Company. The note was originally discounted
$1,330,000 using an imputed rate of 10%. This discount was fully
amortized in 1989. Principal payments were due in two equal
installments on December 27, 1990 and 1991. The Company was unable to
make these principal payments to the Three R Trusts putting the Company
in default. In 1993, the Company made a principal payment of $100,000.
The Three R Trusts have not called the note and orally have granted an
indefinite extension. The entire balance is classified as current at
December 31, 1994 and 1993.
During each of the years 1986 through 1989, the Company paid one-half
the interest due to the Three R Trusts during the year and gave a
promissory note for the remainder totaling $208,000 per year. The
total of these notes is $829,000, and they were due on December 27,
1991. Interest expense on all these notes was $498,000 in 1994 and
1993.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company, upon the recommendation of the
Audit Committee, has appointed the firm of Pannell Kerr Forster of
Texas, P.C. to serve as independent auditors of the Company for the
fiscal year ended December 31, 1995, subject to ratification of this
appointment by the shareholders of the Company. Management is not
aware of direct or indirect financial interest or any other connections
Pannell Kerr Forster may have with the Company or its subsidiaries
<PAGE>
except the usual professional status of an independent auditor.
Ratification of the appointment of the independent auditors requires
the affirmative vote of a majority of the shares of Common Stock of the
Company voting in person or by proxy at the Annual Meeting of
Shareholders. If the shareholders should not ratify the appointment of
Pannell Kerr Forster of Texas, P.C., the Board of Directors will
reconsider the appointment.
One or more representatives of the auditing firm of Pannell Kerr
Forster of Texas will be present at this year's Annual Meeting of
Shareholders. They will have an opportunity to make a statement if he
or she desires to do so and will be available to respond to appropriate
questions.
THE TRANSACTION OF OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors has no
knowledge of any other business which will be presented for
consideration at the meeting. If any other business properly comes
before the meeting, it is the intention of the persons named in the
enclosed proxy card to vote the shares they represent as the Board of
Directors of the Company may recommend.
PROPOSALS BY SHAREHOLDERS
Shareholders who wish to present proposals at the 1996 annual meeting
of shareholders and to have proposals described in the Company's proxy
materials must submit their proposals to the Company not later than
March 15, 1996.
May 15, 1995 Ann McLeod Moody
Galveston, Texas Secretary
MANAGEMENT WILL, UPON REQUEST, FURNISH WITHOUT COST TO INTERESTED
SECURITY HOLDERS A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB
FOR 1994. YOU MAY REQUEST A COPY OF THIS REPORT BY WRITING SUSAN
DONCHECZ, SEAL FLEET, INC., P. O. BOX 1168, GALVESTON, TEXAS 77553, OR
BY TELEPHONING MS. DONCHECZ AT (409) 763-8878.
<PAGE>
