SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-19543
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
Hvide Marine Incorporated Retirement Plan and Trust
B. Name of issuer of the securities held pursuant
to the plan and the address of its principal
executive office
HVIDE MARINE INCORPORATED
2200 Eller Drive, P.O. Box 13038
Ft. Lauderdale, Florida 33316
Telephone: (954) 523-2200
<PAGE>
SIGNATURE
THE PLAN
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Hvide Marine Incorporated Retirement Plan and Trust
/s/ GENE DOUGLAS
Gene Douglas
<PAGE>
HVIDE MARINE INCORPORATED
RETIREMENT PLAN AND TRUST
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants.........................F-2
Financial Statements:
Statement of Changes in Net Assets Available for
Plan Benefits, December 31, 1996 and 1995.........................F-3
Statement of Changes in Net Assets Available for
Plan Benefits for the Year Ended December 31, 1996 and 1995.......F-4
Notes to Financial Statements.....................................F-5
Note - Schedules not filed herewith, are omitted due to the absence of
conditions under which they are required.
APPENDIX A -- GROUP CLASSIFICATION
Exhibit A -- Independent Certified Public Accountants Consent
F-1
<PAGE>
July 16, 1997
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Plan Administrator, Hvide Marine Incorporated
Retirement Plan and Trust
We have been engaged to audit the financial statements of the Hvide Marine
Incorporated Retirement Plan and Trust ("The Plan") as of December 31, 1996 and
1995, and for the years then ended, listed in the accompanying index (page F-1).
These financial statements are the responsibility of management.
As permitted by Section 29 CFR 2520.103-8 of the Department of Labor Rules and
Regulations for Reporting and Disclosure Under the Employee Retirement Income
Security Act of 1974, the Plan Administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the information
certified by T. Rowe Price Retirement Plan Services, Inc., the Trustees of the
Plan, except for comparing such information to the related information included
in the financial statements. We have been informed by the Plan Administrator
that the trustees or their designees holds the Plan's investment assets and
executes transactions therein. The Plan Administrator has obtained a
certification from the Trustees that the information provided to the Plan
Administrator is complete and accurate.
Because of the significance of the information that we did not audit, the scope
of our work was not sufficient to enable us to express and we do not express an
opinion on the accompanying financial statements, referred to above. The form
and content of the information included in the financial statements, other than
that derived from the information certified by the Trustees, have been examined
by us and, in our opinion, are presented in compliance with the Department of
Labor Rules and Regulations for Reporting and Disclosure Under the Employee
Retirement Income Security Act of 1974.
Kelly & Kelly, C.P.A.'s, P.A.
F-2
<PAGE>
HVIDE MARINE INCORPORATED
RETIREMENT PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
-------------- ---------
ASSETS
<S> <C> <C>
Cash Equivalents....................................................... $ $ 4,014,664
Contribution Receivable - Employer..................................... 1,152,653 1,028,685
Contribution Receivable - Employee..................................... 61,984 43,904
Other Receivables...................................................... 3,324
Investments at Fair Value:
Pooled Common/Collective Trusts...................................... 8,349,411 7,097,872
Registered Investment Companies...................................... 10,476,784 4,192,388
-------------- --------------
Total..................................................................... $ 20,040,832 $ 16,380,837
LIABILITIES
Death Benefit Payable.................................................. None $ 74,728
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS......................................... $ 20,040,832 $ 16,306,109
============== ==============
</TABLE>
See Notes to Financial Statements
F-3
<PAGE>
HVIDE MARINE INCORPORATED
RETIREMENT PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
-------------- ---------
Additions to Net Assets Attributed to:
<S> <C> <C>
Investment Income
Common/Collective Trusts............................................. $ 597,766 $ 504,266
Registered Investments Companies..................................... 1,442,571 1,079,423
Reimbursed Fees...................................................... 27,000
-------------- --------------
TOTAL....................................................... 2,040,337 1,610,689
-------------- --------------
Contributions
Employer............................................................. 1,145,033 1,038,058
Employee............................................................. 1,512,057 1,135,562
-------------- --------------
TOTAL....................................................... 2,657,090 2,173,620
-------------- --------------
TOTAL ADDITIONS.................................................. $ 4,697,427 $ 3,784,309
============== ==============
Deductions from Net Assets Attributed to:
Payment to Beneficiaries............................................... $ 962,704 $ 664,397
Expenses ............................................................ 36,177
-------------- --------------
TOTAL DEDUCTIONS................................................. $ 962,704 $ 700,574
============== ==============
NET INCOME
Net Assets Available for Plan Benefits
Beginning of Year...................................................... $ 16,306,109 $ 13,222,374
-------------- --------------
End of Year............................................................ $ 20,040,832 $ 16,306,109
============== ==============
</TABLE>
F-4
<PAGE>
HVIDE MARINE INCORPORATED
RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN
The following brief description of the Hvide Marine, Incorporated
Retirement Plan and Trust ("The Plan") is provided for general
information purposes only. Participants should refer to the Summary
Plan Description for more complete formation.
General - The Plan is a defined contribution pension plan. Sponsor has
applied for, and received, a determination that the Plan qualifies as a
tax-exempt plan and trust under Sections 401 and 501 of the Internal
Revenue Code (the "IRC"). The Plan Sponsor has made certain elections
relating to employee contributions and voluntary salary reductions
under Section 401 of the IRC. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA").
Pension Benefits - The Plan is designed to provide retirement benefits,
based on compensation and length of service, to members who attain
normal retirement age. All employees become eligible to participate in
the plan at the earlier of (1) the completion of one year of continuous
service or, (2) attainment of full time, regular employee status.
Participants are immediately vested in their pre-tax and after-tax
contributions plus actual earnings thereon. Vesting in the remainder of
their accounts is based on years of vesting service (1,000 hours during
the calendar year or, for maritime employees 125 days of service during
the calendar year). A Participant becomes vested as to the employer's
contribution according to the following schedules:
YEAR OF SERVICE PERCENTAGE
1 20%
2 40%
3 60%
4 80%
5 100%
Each year, the Plan Sponsor will contribute to the Plan the amount of
each employee's pre-tax contribution and after-tax contribution, if
any. The Plan Sponsor also may elect each year to make discretionary
additional contributions to the Plan, as either matching or profit
sharing contributions. If the Plan Sponsor elects to make a matching or
profit sharing contribution, it will be in the percentages of eligible
participants' Gross Pay or Base Pay, as provided in the following
table. As of December 31, 1996, the maximum amount of any participant's
pre-tax or after-tax contribution and the percentage of the
discretionary matching or profit sharing contribution depend on the
participant's "group" classification and his or her Gross Pay or Base
Pay and are as follows:
F-5
<PAGE>
<TABLE>
<CAPTION>
MAXIMUM AFTER- MATCHING FORMULA/MAX. PROFIT SHARING
EMPLOYEE GROUP #MAX. ELECTIVE TAX CONTRIBUTION PAY MATCHED CONTRIBUTION
<S> <C> <C> <C> <C>
A 1 12% Gross Pay 1% Gross Pay N/A 7% Gross Pay
B 2 12% Gross Pay 1% Gross Pay N/A 7% Gross Pay
C 3 12% Gross Pay 1% Gross Pay $1/$1 up to 6% Gross Pay N/A
D 4 12% Gross Pay 1% Gross Pay $1/$1 up to 4% Gross Pay N/A
E 5 12% Gross Pay 1% Gross Pay $1/$1 up to 7% Gross Pay N/A
F 6 12% Gross Pay 1% Gross Pay N/A 9% Gross Pay
G 7 12% Gross Pay 1% Gross Pay $1/$1 up to 8% Gross Pay N/A
H 8 12% Base Pay 1% Base Pay N/A 9% Base Pay
I 9 12% Base Pay 1% Base Pay $1/$1 up to 6% Base Pay N/A
J 10 12% Gross Pay 1% Base Pay $1/$1 up to 4% Base Pay N/A
</TABLE>
The Group Numbers to which employees are assigned are as provided in Appendix A
(Attached)
Participant Accounts - Each participant's account is credited with the
participant's contribution and all allocations of the Plan Sponsor's
contribution and Plan earnings. Forfeitures are used to reduce Plan
Sponsor contributions for the year during which the forfeiture
occurred. Participants direct investment of their account balances.
Participants' accounts are credited with earnings or losses based on
their directed investments. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
account.
Payment of Benefits - At termination of employment, a participant may
elect to receive either a lump sum amount equal to the value of his or
her account, or annual installments over a certain period. A
participant also may direct that the Plan distribute his or her account
to another employers qualified plan or an individual retirement account
(except the non-taxable portion). Account balances of $3,500 or less
will be paid in a lump sum following termination of employment.
Plan Termination - Although it has not expressed any intent to do so,
the Plan Sponsor has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the
provisions of ERISA.
In the event of Plan termination, participants will become 100 percent
vested in their accounts.
Plan assets do not include insurance or investment contracts.
All employer contributions are in cash, there are no recapture party
transactions.
All investments are participant directed, and allocated among the
following:
F-6
<PAGE>
<TABLE>
<CAPTION>
COST VALUE
<S> <C> <C>
TRP STABLE VALUE FUND.................................... $ 8,349,411 $ 8,349,411
INTERNATIONAL STOCK FUND................................. 503,333 530,782
NEW ASIA FUND............................................ 156,832 159,703
NEW HORIZON FUND......................................... 805,493 762,073
SMALL-CAP VALUE FUND..................................... 2,157,363 2,426,652
EQUITY INDEX FUND........................................ 1,947,384 2,226,201
HIGH YIELD FUND.......................................... 19,297 19,680
NEW AMERICA GROWTH FUND.................................. 412,024 398,351
SCIENCE & TECHNOLOGY FUND................................ 728,735 683,190
MID CAP GROWTH........................................... 678,553 711,027
EQUITY INCOME FUND....................................... 2,304,280 2,507,123
SPECTRUM INCOME FUND..................................... 51,807 52,002
</TABLE>
2. SUMMARY OF ACCOUNTING POLICIES
The following are the significant accounting policies followed by the
Plan:
Basis of Accounting - The Plan has prepared its financial statements on
the accrual basis of accounting.
Valuation of Investments - Quoted Market prices and Fair Value
Reporting are used to value investments.
All non elective contributions are made by the Plan Sponsor within the
time prescribed by law, including extensions for filing the Federal
Income Tax Return for the year. The employee elective and voluntary
contributions arising from payroll deductions are paid no later than
the end of the succeeding month following such payroll deductions. The
contributions for 1996 met the funding requirements of ERISA.
3. FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107 "Disclosures About
Fair Value of Financial Instruments" requires disclosure of estimated
fair values of financial instruments. The estimated fair values of the
Plan's assets are recognized in the financial statements.
4. SIGNIFICANT TRANSACTIONS
Transactions on series of transactions in excess of five percent of the
current value of Plans assets are as follows:
F-7
<PAGE>
<TABLE>
<CAPTION>
PURCHASE SELLING COST OF CURRENT NET GAIN/
DESCRIPTION PRICE PRICE ASSET VALUE LOSS
<S> <C> <C> <C> <C> <C>
High Yield Fund...................... 20,310 20,311 20,311
High Yield Fund...................... (1,014) (1,032) (1,014) (1,032) 18
Spectrum Income Fund................. 92,193 92,193 92,193
Spectrum Income Fund................. (40,385) (40,168) (40,385) (40,168) (217)
Starele Value Fund................... 2,855,674 2,855,674 2,855,674
Starele Value Fund................... 4,531,373 4,531,373 4,531,373 4,531,373
International Stock Fund............. 693,932 693,932 693,932
International Stock Fund............. (190,888) (195,836) (190,888) (195,836) 4,948
New Asia Fund........................ 248,523 248,523 248,523
New Asia Fund........................ (91,691) (87,152) (91,691) (87,152) (4,539)
New Horizon Fund..................... 871,491 871,491 871,491
New Horizon Fund..................... (66,088) (68,142) (66,088) (68,142) 2,054
Small Cap Fund....................... 2,637,156 2,637,156 2,637,156
Small Cap Fund....................... (484,652) (542,025) (484,652) (542,025) 57,373
Equity Index Fund.................... 2,571,926 2,571,926 2,571,926
Equity Index Fund.................... (627,594) (668,848) (627,594) (668,848) 41,254
New America Growth Fund.............. 412,143 412,143 412,143
New America Growth Fund.............. (119) (128) (119) (128) 9
Science Technology Fund.............. 850,383 850,383 850,383
Science Technology Fund.............. (121,647) (120,222) (121,647) (120,222) (1,425)
Mid Cap Growth....................... 725,178 725,178 725,178
Mid Cap Growth....................... (46,625) (47,173) (46,625) (47,173) 548
Equity Index Fund.................... 2,840,613 2,840,613 2,840,613
Equity Index Fund.................... (539,705) (558,700) (539,705) (558,700) 18,995
</TABLE>
5. The Financial Statements are in agreement with Form 5500.
F-8
<PAGE>
GROUP CLASSIFICATION - APPENDIX A
"Group A Employees" are Employees who are based shoreside and includes all
Employees who provide administrative services for the Employer other than those
Employees described as "Group Five Employees," below.
"Group B Employees" are Employees who are crewmembers of tugboats, further
categorized as follows:
Employees who perform services for Port Everglades Towing and who were hired
before August 15, 1995.
Employees who perform services for Mobil Bay Towing and who were hired before
December 1, 1995.
Employees who perform services for Port Canaveral Towing and who were hired
before December 1, 1995.
"Group C Employees" are Employees who are crewmembers of tugboats, further
categorized as follows:
Employees who perform services for Port Everglades Towing and who were hired on
or after August 15, 1995.
Employees who perform services for Mobile Bay Towing and who were hired on or
after December 1, 1995.
Employees who perform services for Port Canaveral Towing and who were hired on
or after December 1, 1995.
"Group D Employees" are Employees who perform services offshore for Sun State
Marine Services, Inc. and Seabulk Offshore, Ltd. and who are referred to as
"offshore" Employees.
"Group E Employees" are Employees who perform services on shore for Sun State
Marine Services, Inc., Seabulk Offshore, Ltd., Seabulk Offshore International
and Ocean Specialty Tankers Corp., who are referred to as "administrative"
Employees.
"Group F Employees" are Employees who are licensed officers and members of
Seabulk Officer's Association who perform services offshore on tankers and who
were hired in 1994 and earlier.
"Group G Employees" are Employees who are licensed officers and members of
Seabulk Officer' Association who perform services offshore on tankers and who
were hired in 1995 or later.
"Group H Employees" are Employees who are unlicensed personnel and members of
Seabulk Seaman's Association who perform services.
F-9
<PAGE>
Exhibit A
Letterhead of Kelly & Kelly
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement No.
333-19543 on Form S-8 of Hvide Marine Incorporated of our report dated July 16,
1997 appearing in this Annual Report on Form 11-K of the Hvide Marine
Incorporated Retirement Plan and Trust for the year ended December 31, 1996.
Kelly & Kelly, CPAs PA
Ft. Laudderdale, FL
August 26, 1997
