<PAGE>
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).
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CUSIP NO. 812068104 13D PAGE 2 OF 6 PAGES
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- ------------------------------------------------------------------------------
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
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TYPE OF REPORTING PERSON*
14
CO
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CUSIP NO. 812068104 13D PAGE 3 OF 6 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THOMAS M. FERGUSON
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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
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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
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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
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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.:
<TABLE>
<CAPTION>
Shares Held in Name of Numbers of Shares and Class Percent of Outstanding Shares
- ---------------------- --------------------------- -----------------------------
<S> <C> <C>
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
</TABLE>
* 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
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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
<PAGE>
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
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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
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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
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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
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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
