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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31 1995
COMMISSION FILE NUMBER 0-5567
SEAL FLEET, INC.
3305 AVENUE S
GALVESTON, TEXAS 77553
Nevada 74-1670096
(State of Incorporation) (IRS Employer ID No.)
(409) 763-8878
(issuer's telephone number)
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: Class A
Common Stock, par value $.10
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days: Yes ___x___ No______
Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B contained herein, and no disclosure will be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB: [ ]
State issuer's revenues for its most recent fiscal year: $6,543,000
State the aggregate market value of the voting stock held by non-
affiliates of the Registrant as of February 21, 1996: $ 432,000
State the number of shares outstanding of the issuer's classes of common
stock as of February 21, 1996.
Class A common stock, $.10 par value - 1,984,627 shares
Class B common stock, $.10 par value - 50,000 shares
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DOCUMENTS INCORPORATED BY REFERENCE
None
The registrant amends its Form 10-KSB, filed April 1, 1996, to add Part
III. As used herein "Company" and "Seal Fleet" refer to Seal Fleet,
Inc., the registrant.
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Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
The following persons are the executive officers, directors and nominees
for director of the Company:
<TABLE>
<CAPTION>
Officer/Director
Name, Position Age Since
<S> <C> <C>
John W. Bissell 67 1981
Chairman of the Board
President and CEO
Nominee for Class A Director
Harold C. McDonald 62 1981
Director
Nominee for Class A Director
Gerald J. Smith 61 1980
Director
Nominee for Class A Director
Ann McLeod Moody 58 1975
Director
Secretary
Nominee for Class B Director
Robert L. Moody, Jr. 36 1890
Director
Nominee for Class B Director
Russell S. Moody 34 1982
Director
Nominee for Class B Director
Louis E. Pauls, Jr. 60 1970
Director
Nominee for Class B Director
Carl H. Haglund 52 1991
Executive Vice President
Trinidad Salinas 55 1981
Vice President, Treasurer
and Assistant Secretary
Ralph McIngvale 39 1993
Vice President, Sales
Sealcraft Operators, Inc.
</TABLE>
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Each director holds office from the time of election until the next
annual meeting of shareholders of the Company and until his successor is
elected and qualified, unless he shall sooner resign or be removed in
accordance with the bylaws of the Company. All officers are elected to
terms which expire at the first meeting of the Board of Directors which
next follows the annual meeting of stockholders.
Messrs. Bissell, Haglund and McIngvale and Ms. Salinas devote their full
working time to their positions with the Company and its subsidiaries.
All of such persons, except Mr. McIngvale, have held their respective
positions with the Company for more than five years. Mr. McIngvale has
been Vice President, Sales, of Sealcraft Operators, Inc., a subsidiary of
the Company, since March, 1992. Prior thereto, he was Vice President,
Sales, of Kilgore Offshore, Inc., which owns, operators and brokers
supply vessels.
Harold MacDonald, for the past thirty-three years, has been Comptroller
of The Moody Foundation, a charitable foundation based in Galveston,
Texas. He is a member of the Executive Committee and Audit Committee of
the Company.
Gerald Smith, for the past seventeen years, has been Program Officer of
The Moody Foundation, a charitable foundation based in Galveston, Texas.
He is a member of the Audit Committee of the Company.
Ann Moody has served as Corporate Secretary of the Company since 1975.
Mrs. Moody is a member of the Executive Committee of the Company.
Robert Moody, Jr. for the past seven years, has been President of Moody
Insurance Group. Mr. Moody is a member of the Audit Committee of the
Company.
Russell S. Moody has served as director of the Company since 1982. He
also serves as director of American National Insurance Company.
Louis Pauls, for the past eleven years, has been President of Louis Pauls
& Company, an investment brokers firm based in Galveston. He also serves
as director of National Western Life Insurance Company. Mr. Pauls is a
member of the Audit Committee of the Company.
Mrs. Moody is the stepmother of Robert Moody, Jr. and Russell Moody, and
Robert Moody, Jr. and Russell Moody are brothers.
To the best knowledge of the Company, no 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 1904.
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To the Company's knowledge, based solely on review of the Company's
copies of such reports furnished to the Company, during the fiscal year
ended December 31, 1995, except that Ralph McIngvale did not file any
required Section 16(a) reports, all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten-percent
beneficial owners were complied with.
Item 10. Executive Compensation.
<TABLE>
<CAPTION>
_______________________________________________________________________
Name and Other
Principal Annual
Position Year Salary Compensation(1)
_______________________________________________________________________
<S> <C> <C> <C>
John W. Bissell, Chairman 1995 $ 96,000 $10,000
President and CEO 1994 $ 88,000 $10,000
1993 $ 80,000 $12,000
Ralph McIngval 1995 $542,000 -0-
Vice President, Sales 1994 $717,000 -0-
1993 $771,000 -0-
</TABLE>
________________
(1) The Company does not provide any long-term compensation plan, stock
options, stock appreciation rights, long-term incentive plan, defined
benefit or actuarial plan, employment contract or termination of
employment or change control agreements with any executive officer. The
Company sponsors a 401(k) Plan for all employees but makes no
contributions thereto. Mr. Bissell received director's fees of $1,765 in
1995, 1994 and 1993 (included in Salary). The Other Annual Compensation
for Mr. Bissell covers the cost and operating expense of an automobile
which totaled to $10,000, $10,000, and $12,000 in 1995, 1994 and 1993,
respectively.
Directors are compensated as the rate of $353 for regular meetings and
$177 for each special meeting which they attend and are also reimbursed
for expenses.
Item 11. Security Ownership for Certain Beneficial Owners and
Management.
<TABLE>
<CAPTION>
Amount and
Title Nature of Percent
of Name and Address Beneficial of
Class of Beneficial Owner(1) Ownership(2) Class
<S> <C> <C> <C>
A Stock Walter Carucci 126,417 6.4%
33 Lighthouse Road
Great Neck, New York 11024
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A Stock Three R Trusts(3) 212,655 10.72%
One Moody Plaza
Galveston, Texas 77550
B Stock Three R Trusts(3) 50,000 100%
A Stock John W. Bissell 16,250 *
A Stock Ann McLeod Moody 0 0%
A Stock Trinidad C. Salinas 6,775 *
A Stock Carl H. Haglund 11,960 *
A Stock Louis E. Pauls, Jr. 7,000 *
A Stock Gerald J. Smith 205 *
A Stock Harold C. MacDonald 100 *
A Stock Robert L. Moody, Jr.(3)(4) *
A Stock Russell S. Moody(3)(4) *
A Stock All officers and current 52,290 2.6%
directors as a group
(10 persons)(4)
</TABLE>
* less than 1%
____________________
(1) The address of all officers and directors is P. O. Box 1168,
Galveston, Texas 77553.
(2) The Company has been advised that each of its officers and
directors (except as stated in note (3)) has sole power to vote and to
make investment decisions regarding the shares beneficially owned by him
or her.
(3) Robert L. Moody established four Trusts (collectively, the "Three R
Trusts" or "Trusts"), one for each of his children Robert L. Moody, Jr.,
Russell S. Moody, Ross R. Moody and Frances Anne Moody. Each of the
Three R Trusts owns an equal number of shares of Class A Stock and Class
B Stock. The trustee of each Three R Trust is Irwin M. Herz, Jr. 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 Three R
Trusts. The beneficiaries cannot direct the sale of the shares or the
vote thereof.
(4) Does not include shares owned by the Three R Trusts.
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Item 12. Certain Relationships and Related 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, 1995.
A subsidiary of the Company has a management consulting agreement with
Robert L. Moody, father of Robert L. Moody, Jr. and Russell S. Moody and
husband of Ann McLeod Moody. Under such agreement annual fees of $50,000
and $33,000 were paid in 1995 and 1994, 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 and stepmother to two of the
directors) is corporate Secretary of the Company and is paid an annual
salary of $16,000. Her duties as 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.
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. Mr. Herz's
firm provided legal services for which it accrued and received
approximately $1,000 during 1995 and will receive compensation for any
legal services performed in 1996.
The Company's offices occupy a steel and masonry building on 29,000
square foot tract of land owned by a partnership of which Robert L. Moody
is a partner. The Company's lease expires in 1996, provides for a
minimum monthly rental of $1,655 ($20,000 per year, which is the amount
paid in 1995) 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.
During 1995, $1,900,000 of the Company's $2,500,000 in gross sales
generated by its travel agency business was generated by sales to
companies that may be deemed to be affiliates of Robert L. Moody.
The Company manages and operates various ships beneficially owned by the
Trusts. The Company earns fees based on 6% of the ships' revenues. Fees
earned on the Trusts' ships totaled $325,000 and $249,000 during 1995 and
1994, respectively. On behalf of the related parties, the Company
collects revenues and pays expenses for the operation of these ships.
This activity resulted in a receivable from the Trusts of $758,000 at
December 31, 1995.
<PAGE>
The Company has notes payable to the Three R Trusts in the face amount of
$5,925,000, with interest at 7%, collateralized by the common stock of
six subsidiaries of the Company. 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 Trusts, putting the Company in
default. In 1993, the Company made a principal payment of $100,000. The
Trusts have not called the notes and orally have granted an indefinite
extension. The entire balance is classified as current at December 31,
1995 and 1994. During each of the years 1986 through 1989, the Company
paid one-half the interest due to the Trusts during the year and gave a
promissory note for the remainder totalling $208,000 per year. The total
principal of these notes is $830,000 (the "Interest Notes"), and they
were due on December 27, 1991. No interest has been paid on these notes.
Interest expense on all these notes was $498,000 in each of 1995 and
1994. In March, 1996, the Company acknowledged its obligations under the
$5,925,000 and the $830,000 notes. The Trusts have agreed to indemnify
the officers and directors of the Company with respect to acknowledgment
of the Interest Notes.
The Company has entered into an agreement with Hvide Marine Incorporated
("Hvide"), which provides for the sale to Hvide of the Company's three
marine supply vessels and the transfer of the Company's bareboat charters
and agreements with customers to provide services. The Three R Trusts
have also agreed to sell their vessels to Hvide. The sale by the Company
is subject to stockholder approval, as well as fulfillment of other
conditions by all parties. If the sale is consummated, the Company's
debt to the Three R Trusts will be rearranged by payment of $3,802,000 of
principal, payment of accrued but unpaid interest on the full debt less
$500,000 of interest which will be forgiven by the Trusts, and execution
of a new $3,000,000 note for the balance of the debt owed to the Trusts.
The new note will bear interest at 10% per annum, with principal payable
monthly based on a 60-month amortization schedule for 36 months, with any
remaining principal and interest due on the 37th month. Such new note
will be guarantied by Hvide.
SIGNATURES
In accordance with Section 13 and 15(d) of the Exchange Act, the Company
caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SEAL FLEET, INC.
By: John W. Bissell, President
Dated: April 29, 1996
