SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) August 14, 1996
SEAL FLEET, INC.
(Exact name of Registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
0-5667 74-1670096
(Commission File Number) (IRS Employer Identification No.)
3305 Avenue S, Galveston, Texas 77550
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (409) 763-8878
Not Applicable
(Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial
statements are filed with this report:
Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1996.
Pro Forma Condensed Consolidated Statements of Operations:
Year Ended December 31, 1995.
Six Months Ended June 30, 1996.
The Pro Forma Condensed Consolidated Balance Sheet of Seal Fleet,
Inc. as of June 30, 1996 reflects the financial position of the
Registrant after giving effect to the disposition of assets and
retirement of debt as described in Item 2 of the Form 8K filed on
August 27, 1996. It assumes that the transaction took place as of
January 1, 1996. The Pro Forma Condensed Consolidated Statements of
Earnings for the fiscal year ended December 31, 1995 and the six months
ended June 30, 1996 assume that the transaction occurred on January 1,
1995 and January 1, 1996, and are based on the operations of the
Registrant for the year ended December 31, 1995 and the six months
ended June 30, 1996. The pro forma financial statements also reflect
the disposition of the brokerage business and the termination of the
travel agency.
The unaudited pro forma condensed consolidated financial statements
have been prepared by the Registrant based upon assumptions deemed
proper by it. The unaudited pro forma condensed consolidated financial
statements presented herein are shown for illustrative purposes only
and are not necessarily indicative of the future financial position or
future results of operations of the Registrant, or of the financial
position or results of operations of the Registrant that would have
actually occurred had the transaction been in effect as of the date or
for the periods presented. In addition, it should be noted that the
Registrant's historical financial statements will reflect the
disposition only from August 14, 1996, the Closing Date.
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PRO FORMA FINANCIAL INFORMATION
SEAL FLEET, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AT JUNE 30, 1996
Pro Forma
Historical Adjustments Pro Forma
__________ ___________ _________
<S> <C> <C> <C>
ASSETS
Current Assets
Cash $ 641 $ (326)(a) $ 967
Accounts receivable - trade 5,357 2,676 (b) 2,681
Accounts receivable - related party 1,043 1,043 (a)
Accounts receivable - other 158 25 (a) 133
Deferred drydocking costs 705 705 (a)
Materials and supplies 66 66 (a)
Other current assets 95 45 (a) 50
_______ ________ ________
Total current assets 8,065 4,234 3,831
PROPERTY AND EQUIPMENT
Ships 9,922 9,922 (a)
Furniture and equipment 210 (57)(b,c) 267
Leasehold improvements 123 123 (a)
________ _______ _________
Total property and equipment 10,255 9,988 267
Less accumulated depreciation 7,741 7,608 133
________ _______ _________
Property and equipment - net 2,514 2,380 134
OTHER ASSETS
Deferred drydocking costs -
non current 356 356 (a)
Assets held for resale 154 154
Other assets 36 36
________ _______ ________
TOTAL ASSETS $ 11,125 6,970 4,155
(a) To eliminate the assets sold and other affected accounts and
record net cash from proceeds.
(b) To eliminate the brokerage business.
(c) To eliminate the travel agency.
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PRO FORMA FINANCIAL INFORMATION
SEAL FLEET, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AT JUNE 30, 1996
Pro Forma
Historical Adjustments Pro Forma
__________ ___________ _________
<S> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt
to related party $ 7,160 $ 7,160 (a) $
Accounts payable - trade 4,631 4,002 (b) 629
Accrued interest expense 923 923 (a)
Other liabilities 100 100 (a)
Federal income tax payable (250)(a) 250
________ ________ _______
Total current liabilities 12,814 11,935 879
Long-term debt to related party
less current portion 1,565 1,565 (a)
________ _______ _______
Total liabilities 14,379 13,500
SHAREHOLDERS' EQUITY
Class A common stock 243 243
Class B common stock 5 5
Additional paid-in capital 4,456 20 (c) 4,476
Retained deficit (7,828) 6,429 (1,399)
Class A common stock in treasury (130) 81 (c) (49)
________ _______ _______
Shareholders' equity (3,254) 6,530 3,276
________ _______ _______
LIABILITIES AND SHAREHOLDERS' EQUITY $ 11,125 $ 6,970 $ 4,155
(a) To eliminate debt and other liabilities paid from proceeds of
$10,075,000.
(b) To eliminate the brokerage business.
(c) To reflect the sale of 277,778 shares sold from treasury pursuant
to the Asset Purchase Agreement.
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PRO FORMA FINANCIAL INFORMATION
SEAL FLEET, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR YEAR ENDED DECEMBER 31, 1995
Pro Forma
Historical Adjustments Pro Forma
__________ ___________ _________
<S> <C> <C> <C>
REVENUE $ 6,543 $ 6,543 (a) $ 0
COST AND EXPENSE
Operating expense 2,890 2,890 (b) 0
Drydock amortization 336 336 (b) 0
Selling, general & administrative 1,806 1,321 (c) 485
Selling, general & administrative-
travel agency 301 298 (d) 3
Depreciation 547 544 (e) 3
Interest expense 789 789 (f) 0
Other (income) and expense (10) 65 (g) (75)
_______ ______ _______
Total cost and expense 6,659 6,243 416
_______ _______ _______
Net earnings from operations (116) 300 (416)
Gain on sale of assets 6,918 6,918
Federal income taxes 250 (h) 250
_______ _______ _______
NET EARNINGS $ (116) $ 6,368 $ 6,252
NET INCOME PER SHARE $ (.05) $ 2.70
AVERAGE SHARES OUTSTANDING 2,035 277(i) 2,312
(a) To eliminate revenues from assets sold, disposition of brokerage
business and termination of travel agency.
(b) To eliminate operating expenses from assets sold.
(c) To eliminate general and administrative costs incurred for the
management of the assets sold and the disposition of brokerage business.
(d) To eliminate general and administrative costs for travel agency
except for the cost of winding-down of the business.
(e) To eliminate depreciation expense of assets sold.
(f) To eliminate interest on extinguished debt.
(g) To increase interest income from investments.
(h) To reflect federal income taxes for gain on sale of assets.
(i) To reflect the sale of 277,778 shares sold from treasury pursuant
to the Asset Purchase Agreement.
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PRO FORMA FINANCIAL INFORMATION
SEAL FLEET, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR SIX MONTHS ENDED JUNE 30, 1996
Pro Forma
Historical Adjustments Pro Forma
__________ ___________ _________
<S> <C> <C> <C>
REVENUE $ 4,083 $ 4,083 (a) $ 0
COST AND EXPENSE
Operating expense 1,600 1,600 (b) 0
Drydock amortization 231 231 (b) 0
Selling, general & administrative 1,195 943 (c) 252
Selling, general & administrative-
travel agency 114 111 (d) 3
Depreciation 224 222 (e) 2
Interest expense 376 376 (f) 0
Other (income) and expense (24) 14 (g) (38)
_______ ______ _______
Total cost and expense 3,716 3,497 219
_______ _______ _______
Net earnings from operations 367 586 (219)
Gain on sale of assets 6,918 6,918
Federal income taxes 250 (h) 250
_______ _______ _______
NET EARNINGS $ 367 $ 6,082 $ 6,449
NET INCOME PER SHARE $ .18 $ 2.79
AVERAGE SHARES OUTSTANDING 2,035 277(i) 2,312
(a) To eliminate revenues from assets sold, disposition of brokerage
business and termination of travel agency.
(b) To eliminate operating expenses from assets sold.
(c) To eliminate general and administrative costs incurred for the
management of the assets sold and the disposition of brokerage business.
(d) To eliminate general and administrative costs for travel agency
except for the cost of winding-down of the business.
(e) To eliminate depreciation expense of assets sold.
(f) To eliminate interest on extinguished debt.
(g) To increase interest income from investments.
(h) To reflect federal income taxes for gain on sale of assets.
(i) To reflect the sale of 277,778 shares sold from treasury pursuant
to the Asset Purchase Agreement.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 28, 1996.
Seal Fleet, Inc.
By:/s/ James S. Goodner
Chief Financial Officer, Secretary and Treasurer
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