SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
Hvide Marine Incorporated
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, Par Value $0.001 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
448515 10 6
-----------------------------
(CUSIP Number)
Eugene P. Lynch J. Erik Hvide
Clipper Capital Associates, L.P. Hvide Marine, Incorporated
650 Madison Avenue, 9th Floor 2200 Eller Drive
New York, NY 10022 Fort Lauderdale, FL 33116
(212) 940-6050 (954) 524-4200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
June 10, 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 o.
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 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).
Page 1 of 18 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 448515 10 6
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
13-3706407
Clipper Capital Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,791,133**
9 SOLE DISPOSITIVE POWER
2,142,961**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,791,133**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.9**
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
Page 2 of 18 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 448515 10 6
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
J. Erik Hvide
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,791,133**
9 SOLE DISPOSITIVE POWER
212,992**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,791,133**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.9**
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
Page 3 of 18 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 448515 10 6
1 NAME OF REPORTING PERSON
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
J. Erik Hvide, as trustee of the Hvide Trust I (See Item 2)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,791,133**
9 SOLE DISPOSITIVE POWER
1,215,244**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,791,133**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.9**
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
Page 4 of 18 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 448515 10 6
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
J. Erik Hvide, as trustee of the Hvide Trust II (See Item 2).
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,791,133**
9 SOLE DISPOSITIVE POWER
78,230**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,791,133**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.9**
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
Page 5 of 18 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 448515 10 6
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Metropolitan Life Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,791,133**
9 SOLE DISPOSITIVE POWER
71,820**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,791,133**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.9**
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
Page 6 of 18 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 448515 10 6
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
OGP II, LP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,791,133**
9 SOLE DISPOSITIVE POWER
67,596**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,791,133**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.9**
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
Page 7 of 18 Pages
<PAGE>
This Amendment No. 1 to Schedule 13D is being filed by the Reporting
Persons to report the changes in ownership of the Common Stock described in
Item 3, below.
Item 1. Security and Issuer.
This Statement relates to the Class A common stock, par value $0.001
per share (the "Class A Common Stock"), and the Class B Common Stock, par value
$0.001 per share (the "Class B Common Stock", and collectively with the Class A
Common Stock, the "Common Stock"), of Hvide Marine Incorporated, a Florida
corporation (the "Company"). The Class A Common Stock and the Class B Common
Stock vote together on all matters submitted to a vote of shareholders. The
Class A Common Stock has one vote per share and the Class B Common Stock has ten
votes per share. Shares of Class B Common Stock are freely convertible into
shares of Class A Common Stock on a one-for-one basis.
The Company's principal executive offices are located at 2200 Eller
Drive, Fort Lauderdale, Florida 33316.
Item 2. Identity and Background.
Pursuant to Rule 13d-1(f) of Regulation 13D of the General Rules and
Regulations under the Securities Exchange Act of 1934 (the "Act"), this
Statement is being filed by (i) Clipper Capital Associates, Inc. ("Clipper");
(ii) OGP II, L.P. ("Olympus"); (iii) Metropolitan Life Insurance Company
("Met"); (iv) Mr. J. Erik Hvide; (v) J. Erik Hvide, as trustee of that certain
trust created by the Declaration of Trust dated June 23, 1978, for Elsa Hvide
and the others named therein ("Hvide Trust I"); and (vi) J. Erik Hvide as
trustee of that certain trust created by the Declaration of Trust dated June 23,
1978 for Elsa Hvide Sowrey and the others named therein ("Hvide Trust II"). The
foregoing entities are hereinafter referred to as the "Reporting Persons." The
Reporting Persons are making this single joint filing pursuant to Rule
13d-1(f)(1).
Clipper is a Delaware corporation with its principal executive offices
located at 650 Madison Avenue, 9th Floor, New York, New York 10022. At present,
the business of Clipper consists of performing the function of, and serving as,
the general partner of Clipper Capital Associates, L.P. ("Clipper L.P."), which
in turn is the general partner of certain private investment funds. Clipper L.P.
directly owns certain of the shares of Common Stock and is the general partner
of certain limited partnerships (collectively with Clipper L.P., the "Clipper
Partnerships"), including Clipper/Merchant HMI, L.P. , Clipper/Merban, L.P.,
Clipper/Hercules L.P. and Clipper/Park HMI, L.P., each of which owns certain of
the shares of Common Stock. Mr. Robert B. Calhoun, Jr., a U.S. citizen whose
business address is the same as Clipper's, owns all of the outstanding stock of
Clipper. The attached Schedule I is a list of the directors and executive
officers of Clipper; each of the named persons is a U.S. citizen.
Met is a mutual insurance company with principal offices at 334 Madison
Avenue, P.O. Box 633, Convent Station, NJ 07961-0633. Met principally provides
life insurance and annuity products and pension, pension-related and
investment-related services to individuals, corporations and other institutions
Met and its insurance subsidiaries also provide nonmedical health, disability
and property and casualty insurance. Through its noninsurance subsidiaries, Met
also offers investment management and advisory services and commercial finance.
The attached Schedule II is a list of the directors and executive officers of
Met; each of the named persons is a U.S. citizen.
Page 8 of 18 Pages
<PAGE>
Olympus is a Delaware limited partnership with its principal executive
offices located at Metro Center, One Station Place, Stamford, CT 06902. At
present, the business of Olympus consists of performing the function of, and
serving as, the general partner of certain limited partnerships, including
Olympus Growth Fund II, L.P., a private investment fund, which owns certain of
the shares of Common Stock. Robert S. Morris, Louis J. Mischianti and James A
Conroy are, through wholly-owned limited liability entities, the general
partners of Olympus. Mssrs. Morris, Mischianti and Conroy are U.S.
citizens whose business address is Olympus's offices.
J. Erik Hvide is the president and chief executive officer of the
Company. He is a U.S. citizen. He is also the successor trustee of Hvide Trust I
and Hvide Trust II.
During the last five years, none of the Reporting Persons or, to the
knowledge of any Reporting Person, any of the persons named in this Item 2, has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
The information with respect to a particular Reporting Person and its
executive officers, directors and controlling persons contained herein is given
solely by such Reporting Person and no other Reporting Person has responsibility
for the accuracy or completeness of information supplied by such Reporting
Person.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended to read in its entirety as follows:
No cash consideration was paid in connection with the transaction that
requires the filing of this amendment. For a description of the transaction, see
Item 4, below.
Item 4. Purpose of Transaction.
Item 4 is amended to read in its entirety as follows:
Pursuant to that certain Amended and Restated CSI Agreement dated
August 14, 1996 (the "CSI Agreement"), between the Company and the Clipper
Partnerships, the Company agreed to issue additional shares of Common Stock to
the Clipper Partnerships on June 10, 1997 based on a formula. Pursuant to the
Agreement Among Shareholders dated August 14, 1996 (the "Shareholders
Agreement") among the Clipper Partnerships, Met, Olympus Growth Fund II, L.P.,
J. Erik Hvide, the Hvide Trust I and Hvide Trust II, J. Erik Hvide, Hvide Trust
I and Hvide Trust II agreed to contribute to the Company the number of shares of
Common Stock the Company issues pursuant to the CSI Agreement. Pursuant to these
agreements, the Company issued 272,641 shares of Class A Common Stock to the
Clipper Partnerships, and J. Erik Hvide, Hvide Trust I, and Hvide Trust II
contributed to the Company 31,517, 224,139, and 16,985 shares of Class B Common
Stock, respectively. Pursuant to the Shareholders Agreement, after such
contribution, 240,471 shares of Class B Common Stock held by the Clipper
Partnerships were converted into an equal number of shares of Class A Common
Stock.
Page 9 of 18 Pages
<PAGE>
Although the Reporting Persons believe that the shares of Common Stock
that they beneficially own are an attractive investment at this time, they
continue to monitor and evaluate their investment in the Company in light of
pertinent factors, including the following:
(i) the Company's business, operations, assets, financial condition and
prospects,
(ii) market, general economic and other conditions; and
(iii)other investment opportunities available to the Reporting Persons. In
light of the foregoing factors, and the plans and requirements of the
Reporting Persons from time to time, the Reporting Persons may determine to
(i) acquire additional securities of the Company, (ii) dispose of some or
all of the securities of the Company that they beneficially own, (iii)
increase or decrease their participation in the determination of the
Company's management and policies or (iv) propose a merger, consolidation,
joint venture or other business combination involving the Company or its
subsidiaries, a sale or purchase of assets or securities of the Company or
its subsidiaries, a recapitalization, reorganization or liquidation
involving the Company or its subsidiaries or other similar actions.
The Reporting Persons reserve the right, either individually or in any
combination among themselves or together with one or more of the other
stockholders of the Company, to determine in the future to take or cause to be
taken one or more of the foregoing actions. Any sale or disposition of shares of
Common Stock by the Reporting Persons may be made by means of privately
negotiated sales, registered offerings or other transactions or by seeking to
cause the Company to effect one or more of the transactions set forth above. In
addition, the Reporting Persons may determine to increase or decrease their
interest in the Company through one or more transactions in the open market.
Except as described in Item 6 below, the Reporting Persons do not have
either plans or proposals related to or that would result in: (i) the
acquisition by any person of additional securities of the Company; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (iii) a sale or
transfer of a material amount of the assets of the Company or of any of its
subsidiaries; (iv) any change in the present board of directors or management of
the Company or any of its subsidiaries, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (v) any material change in the present capitalization or dividend policy
of the Company; (vi) any other material change in the Company's business or
corporate structure; (vii) any changes in the Company's charter, by-laws or
instruments corresponding thereto or other actions that may impede the
acquisition of control of the Company by any persons; (viii) causing the shares
of Common Stock to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) any class of equity securities
of the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or (x) any action similar to any of those
enumerated above. The Reporting Persons reserve the right, either individually
or in any combination among themselves or together with one or more of the other
stockholders of the Company, to determine in the future to take or cause to be
taken one or more of the foregoing actions.
For a description of certain contracts and agreements among the
Company, the Reporting Persons and certain other stockholders of the Company,
see Item 6.
Page 10 of 18 Pages
<PAGE>
Item 5. Interest in Securities of the Company.
Item 5 is amended to read in its entirety as follows:
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations of the Act, Clipper may be deemed to beneficially own 3,791,133
shares of Common Stock, which constitutes approximately 24.9% of the outstanding
shares of Common Stock. Clipper has sole voting power with respect to none of
the shares of Common Stock; has shared voting power (as general partner of
Clipper L.P.) with respect to 3,791,133 of the shares of Common Stock
(constituting 72.4% of the total voting power of the Common Stock) as a result
of the Shareholders Agreement; has sole dispositive power with respect to
2,142,961 of the shares of Common Stock, subject to certain limitations under
the Shareholders Agreement; and has shared dispositive power with respect to
none of the shares of Common Stock. In addition, Mr. Calhoun individually owns
1,153 shares of Common Stock.
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations of the Act, Met may be deemed to beneficially own 3,791,133 shares
of Common Stock, which constitutes approximately 24.9% of the outstanding shares
of Common Stock. Met has sole voting power with respect to none of the shares of
Common Stock; has shared voting power with respect to 3,791,133 of the shares of
Common Stock (constituting 72.4% of the total voting power of the Common Stock)
as a result of the Shareholders Agreement; has sole dispositive power with
respect to 71,820 of the shares of Common Stock, subject to certain limitations
under the Shareholders Agreement; and has shared dispositive power with respect
to none of the shares of Common Stock.
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations of the Act, Olympus may be deemed to beneficially own 3,791,133
shares of Common Stock, which constitutes approximately 24.9% of the outstanding
shares of Common Stock. Olympus has sole voting power with respect to none of
the shares of Common Stock; has shared voting power (as general partner of
Olympus Growth Fund II, L.P.) with respect to 3,791,133 of the shares of Common
Stock (constituting 72.4% of the total voting power of the Common Stock) as a
result of the Shareholders Agreement; has sole dispositive power with respect to
67,596 of the shares of Common Stock, subject to certain limitations under the
Shareholders Agreement; and has shared dispositive power with respect to none of
the shares of Common Stock.
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations of the Act, J. Erik Hvide may be deemed to beneficially own
3,791,133 shares of Common Stock, which constitutes approximately 24.9% of the
outstanding shares of Common Stock. Mr. Hvide has sole voting power with respect
to none of the shares of Common Stock; has shared voting power with respect to
3,791,133 of the shares of Common Stock (constituting 72.4% of the total voting
power of the Common Stock) as a result of the Shareholders Agreement; has sole
dispositive power with respect to 212,992 of the shares of Common Stock, subject
to certain limitations under the Shareholders Agreement; and has shared
dispositive power with respect to none of the shares of Common Stock.
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations of the Act, Hvide Trust I may be deemed to beneficially own
3,791,133 shares of Common Stock, which constitutes approximately 24.9% of the
outstanding shares of Common Stock. Hvide Trust I has sole voting power with
respect to none of the shares of Common Stock; has shared voting power with
respect to 3,791,133 of the shares of Common Stock (constituting 72.4% of the
total voting power of the Common Stock) as a result of the Shareholders
Agreement; has sole dispositive power with respect to 1,215,244 of the shares
Page 11 of 18 Pages
<PAGE>
of Common Stock, subject to certain limitations under the Shareholders
Agreement; and has shared dispositive power with respect to none of the shares
of Common Stock.
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations of the Act, Hvide Trust II may be deemed to beneficially own
3,791,133 shares of Common Stock, which constitutes approximately 24.9% of the
outstanding shares of Common Stock. Hvide Trust II has sole voting power with
respect to none of the shares of Common Stock; has shared voting power with
respect to 3,791,133 of the shares of Common Stock (constituting 72.4% of the
total voting power of the Common Stock) as a result of the Shareholders
Agreement; has sole dispositive power with respect to 78,230 of the shares of
Common Stock, subject to certain limitations under the Shareholders Agreement;
and has shared dispositive power with respect to none of the shares of Common
Stock.
Each of the Reporting Persons disclaims beneficial ownership of all
shares of Common Stock beneficially owned by any other Reporting Person.
There have been no transactions by the Reporting Persons in the shares
of Common Stock during the past 60 days, other than as described above.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Company.
Item 6 is amended to read in its entirety as follows:
As noted in Item 4, the Clipper Partnerships, Met, Olympus, J. Erik
Hvide, Hvide Trust I and Hvide Trust II are parties to the Shareholders
Agreement, pursuant to which each of them has agreed to vote all shares of
Common Stock owned by it to elect one, two or three nominees (as determined
pursuant to the Shareholder Agreement) designated by Clipper L.P and eight
nominees designated by J. Erik Hvide to the Company's board of directors. In
addition, pursuant to the Shareholders Agreement (a) such persons have granted
to each other certain rights of first refusal and certain rights of first
opportunity with respect to the shares of Common Stock, (b) the Clipper
Partnerships, Met and Olympus have agreed not to transfer any Class A Common
Stock to any person that is not an Investor Shareholder (as defined) or a member
of the Hvide Group (as defined), unless at the time of transfer such transferor
owns no shares of Class B Common Stock, (c) the parties thereto agree not to
transfer any Common Stock (unless in a registered public sale or pursuant to
Rule 144 under the Securities Act of 1933) unless the transferee becomes a party
to the Shareholders Agreement, and (d) J. Erik Hvide, Hvide Trust I and Hvide
Trust II agree not to transfer any Common Stock to a person that is not a U.S.
citizen.
As noted in Item 4, under the CSI Agreement, the number of additional
shares of Common Stock issuable to the Clipper Partnerships was to be determined
on June 10, 1997 based upon a formula contained therein. On that date, there was
a dispute between the Company and the Clipper Partnerships as to the number of
shares issuable under the CSI Agreement. On September 11, 1997, the Company and
the Clipper Partnerships agreed that the number of shares of Class A Common
Stock issuable under the CSI Agreement to the Clipper Partnerships is 272,641
shares, and the Clipper Partnerships, J. Erik Hvide, Hvide Trust I and Hvide
Trust II entered into a Stipulation for Settlement effective as of September 11,
1997 (the "Settlement Agreement").
The Company, the Clipper Partnerships, Met and Olympus are parties to
that certain Registration Rights Agreement dated August 14, 1996 (the
"Registration Rights Agreement"), pursuant to which the
Page 12 of 18 Pages
<PAGE>
Company has granted certain registration rights with respect to the Common Stock
owned by Clipper, Met and Olympus.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended to read in its entirety as follows:
The Shareholders Agreement is attached as Exhibit A to the Reporting
Persons' original Schedule 13D filed with the Commission on September 20, 1996.
The CSI Agreement is attached as Exhibit B to the Reporting Persons'
original Schedule 13D filed with the Commission on September 20, 1996.
The Registration Rights Agreement is attached as Exhibit C to the
Reporting Persons' original Schedule 13D filed with the Commission on September
20, 1996.
Amendment to the Agreement among Shareholders is attached as Exhibit D
hereto.
The Settlement Agreement is attached as Exhibit E hereto.
Page 13 of 18 Pages
<PAGE>
Signatures
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: December 4, 1997
CLIPPER CAPITAL ASSOCIATES, INC.,
by: /s/ Robert B. Calhoun, Jr.
Name: Robert B. Calhoun, Jr.
Title: President
METROPOLITAN LIFE INSURANCE COMPANY,
by: /s/ Michael J. Mazzola
Name: Michael J. Mazzola
Title: Assistant Vice-President
OGP II, L.P.,
by its general partner LJM, LLC,
by: /s/ Louis J. Mischianti
Name: Louis J. Mischianti
Title: Member
/s/ J. Erike Hvide
J. Erik Hvide
J. ERIK HVIDE, as trustee of the trust
created by the Declaration of Trust
dated June 23, 1978, for Elsa Hvide and
the others named therein,
by: /s/ J. Erik Hvide
Name: J. Erik Hvide
Title: Trustee
Page 14 of 18 Pages
<PAGE>
J. ERIK HVIDE, as trustee
of the trust created by the
Declaration of Trust dated
June 23, 1978, for Elsa
Hvide Sowrey and the others
named therein,
by: /s/ J. Erik Hvide
Name: J. Erik Hvide
Title: Trustee
Page 15 of 18 Pages
<PAGE>
Schedule I
Directors and Executive Officers of
Clipper Capital Associates, Inc.
Name Business and Address
Eugene P. Lynch Clipper Capital Associates
Treasurer, Secretary and Director 650 Madison Avenue
New York, NY 10022
Robert B. Calhoun, Jr.
President and Director
Page 16 of 18 Pages
<PAGE>
Schedule II
Directors and Executive Officers of
Metropolitan Life Insurance Company
<TABLE>
<CAPTION>
Executive Officers:
<S> <C> <C>
Harry P. Kamen Gary A. Beller C. Robert Henrikson
Chairman Executive Vice-President, Executive Vice-President
and Chief Executive Officer General Counsel
and Chief Legal Officer
Gerald Clark Robert H. Benmosche Jeffrey J. Hodgman
Senior Executive President and Chief Executive Vice-President
Vice-President and Chief Operating Officer
Investment Officer
Stewart G. Nagler Catherine A. Rein David A. Levere
Senior Executive Vice-President Executive Vice-President Executive Vice-President
and Chief Financial Officer
John H. Tweedie William J. Toppeta
Executive Vice-President Executive Vice-President
Directors:
Allen E. Murray James R. Houghton Curtis H. Barnette
Retired Chairman of the Board Retired Chairman of the Board Chairman of the Board
and Chief Executive Officer Corning Incorporated and Chief Executive Officer
Mobil Corporation Bethlehem Steel Corporation
John B. M. Place Joan Ganz Cooney William S. Sneath
Former Chairman of the Board Chairman, Retired Chairman of the Board
Croker National Corporation Executive Committee Union Carbide Corporation
Children's Television Workshop
Robert H. Benmosche Robert G. Schwartz Ruth J. Simmons, PH.D.
President and Chief Retired Chairman of the Board President
Operating Officer President and Chief Smith College
Metropolitan Life Executive Officer
Insurance Company Metropolitan Life
Insurance Company
Harry P. Kamen Hugh B. Price Helene L. Kaplan
Chairman and President and Chief Of Counsel
Chief Executive Officer Executive Officer Skadden, Arps, Slate,
Metropolitan Life National Urban Meagher & Flom
Insurance Company League, Inc.
</TABLE>
Page 17 of 18 Pages
<PAGE>
<TABLE>
<S> <C> <C>
John J. Phelan, Jr. Burton A. Dole, Jr. Charles M. Leighton
Retired Chairman and Chairman of the Board Chairman and Chief
Chief Executive Officer Nellcar Puritan Bennett Executive Officer
New York Stock Exchange, Inc. CML Group, Inc.
Gerald Clark William C. Steere, Jr.
Senior Executive Chairman of the Board
Vice-President and and Chief Executive Officer
Chief Investment Officer Pfizer Inc.
Metropolitan Life
Insurance Company
</TABLE>
Page 18 of 18 Pages
<PAGE>
Exhibit D
AMENDMENT TO AGREEMENT AMONG SHAREHOLDERS, dated as of October 24,
1997, among the shareholders of Hvide Marine Incorporated, a Florida
corporation, identified on the signature page hereto (the "Shareholders").
WHEREAS the Shareholders, having entered into an Agreement Among
Shareholders dated as of August 14, 1996 (the "Shareholders Agreement"), desire
to amend the Shareholders Agreement;
NOW, THEREFORE, in consideration of the premises and agreements
contained in this Agreement, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows:
1. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them by the Shareholders Agreement.
2. For purposes of Section 4.01 of the Shareholders Agreement only, in
computing the Primary Economic Interest of the Investor Shareholders, shares of
Common Stock distributed by any Investor Shareholder that is a limited
partnership to any partner of such partnership shall, upon such distribution, be
deemed not to be owned by an Investor Shareholder.
3. This Agreement may be executed in multiple counterparts (including
by facsimile signature), each of which will be deemed an original but all of
which will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
CLIPPER CAPITAL ASSOCIATES, L.P.,
by /s/ ROBERT B. CALHOUN, JR.
Name: Robert B. Calhoun, Jr.
Title: President
CLIPPER/MERCHANT HMI, L.P.,
by its general partner
CLIPPER CAPITAL ASSOCIATES, L.P.,
by /s/ ROBERT B. CALHOUN, JR.
Name: Robert B. Calhoun, Jr.
Title: President
<PAGE>
CLIPPER/PARK HMI, L.P.,
by its general partner
CLIPPER CAPITAL ASSOCIATES, L.P.,
by /s/ ROBERT B. CALHOUN, JR.
Name: Robert B. Calhoun, Jr.
Title: President
CLIPPER/MERBAN HMI, L.P.,
by its general partner
CLIPPER CAPITAL ASSOCIATES, L.P.,
by /s/ ROBERT B. CALHOUN, JR.
Name: Robert B. Calhoun, Jr.
Title: President
CLIPPER/HERCULES, L.P.,
by its general partner
CLIPPER CAPITAL ASSOCIATES, L.P.,
by /s/ ROBERT B. CALHOUN, JR.
Name: Robert B. Calhoun, Jr.
Title: President
OLYMPUS GROWTH FUND II, L.P.,
by /s/ LOUIS J. MISCHIANTI
Name: Louis J. Mischianti
Title: Partner
METROPOLITAN LIFE INSURANCE
COMPANY,
by /s/ JOHN C. KELSH
Name: John C. Kelsh
Title: Vice-President and
Invesment Counsel
<PAGE>
/s/ J. ERIK HVIDE
J. Erik Hvide
Trust created by
the Declaration of
Trust dated June
23, 1978, for Elsa
Hvide and the
others named
therein,
by /s/ J. ERIK HVIDE
J. Erik Hvide
Trust created by the Declaration of Trust, dated
June 23, 1978, for Elsa Hvide Sowrey and the
others named therein,
by /s/ J. ERIK HVIDE
J. Erik Hvide
<PAGE>
Exhibit E
IN THE CIRCUIT COURT OF THE
17TH JUDICIAL CIRCUIT IN AND FOR
BROWARD COUNTY, FLORIDA
CIVIL DIVISION
CASE NO.: 97-9722-04
HVIDE MARINE INCORPORATED,
a Florida corporation and
J. ERIK HVIDE,
Plaintiffs,
vs.
CLIPPER CAPITAL ASSOCIATES,
L.P.; CLIPPER/PARK HMI, L.P.;
CLIPPER/HERCULES, L.P.;
CLIPPER/MERCHANT HMI, L.P.; AND
CLIPPER/MERBAN, L.P.,
Defendants.
- ---------------------------------/
STIPULATION FOR SETTLEMENT
This Agreement is effective as of the 11th day of September, 1997, by
and among plaintiffs, HVIDE MARINE INCORPORATED, a Florida corporation ("HMI"),
and J. ERIK HVIDE (collectively referred to herein as "Plaintiffs"), joined by
J. ERIK HVIDE as Trustee under each of the undersigned trusts (collectively with
Plaintiffs, the "Hvide Parties") and defendants, CLIPPER CAPITAL ASSOCIATES,
L.P.; CLIPPER/PARK HMI, L.P.; CLIPPER/HERCULES, L.P.; CLIPPER/MERCHANT HMI,
L.P.; AND CLIPPER/MERBAN, L.P., (collectively referred to as "Defendants").
WHEREAS, on or about September 30, 1994, the parties hereto entered
into written agreements, which included, among others, a Contingent Share
Issuance Agreement, which, pursuant to a Recapitalization Agreement dated as of
August 8, 1996, was amended and restated by the Amended and Restated Contingent
Share Issuance Agreement dated as of August 14, 1996, and which was further
amended by Amendment No. 1 thereto dated as of April, 1997 (the "Amended CSI
Agreement"); and
WHEREAS, the Plaintiffs filed a suit against the Defendants in the
Circuit Court of the Seventeenth Judicial Circuit in and for Broward County,
Florida, on June 25, 1997, seeking, among other things, a declaratory judgment
that HMI had fulfilled its obligations to the Defendants under Section 3.02 of
the Amended CSI Agreement by issuing 237,641 shares of its common stock on or
about June 10, 1997 (the "Action"); and
<PAGE>
WHEREAS, the parties hereto acknowledge that this Agreement is intended
to settle all claims, defenses or counterclaims either actually asserted in the
Action or which could have been asserted in the Action by any party with respect
to their respective rights and obligations under Section 3.02 of the Amended CSI
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, promises and
valuable consideration hereinafter set forth, the receipt and sufficiency of
which is hereby acknowledged, and with the intent to be legally bound, it is
agreed by and among the Hvide Parties and Defendants:
1. The parties hereto acknowledge that the aforementioned recitals are
true and correct and agree that such recitals, together with the definitions set
forth therein, are hereby incorporated into this Agreement by reference.
2. The parties hereto agree that under Section 3.02 of the Amended CSI
Agreement, the number of shares required to have been issued under the Series 1
CSIs to Defendants on June 10, 1997 was 272,641.
3. The parties hereto agree that HMI shall immediately issue to
Defendants 272,641 shares of Class A Common Stock of HMI (the "Shares"), and
pursuant to that certain Agreement Among Shareholders dated as of August 14,
1996, among the shareholders of HMI (the "Shareholders Agreement"), the Hvide
Group Shareholders (as defined therein) shall transfer to HMI 272,641 Shares of
Class B Common Stock of HMI. The Plaintiffs and Defendants shall immediately
execute and Plaintiffs shall immediately file a Stipulation for Dismissal and
Agreed Order Dismissing Case With Prejudice, in the form attached hereto as
Composite Exhibit A.
4. HMI shall immediately instruct its transfer agent to issue the
Shares to the Defendants.
5. In accordance with Section 7.02 of the Shareholders Agreement, upon
receipt of the Shares, Defendants shall immediately transmit to HMI's transfer
agent certificates representing 240,471 shares of Class B Common Stock of HMI
against issuance of certificates representing a like number of shares of Class A
Common Stock of HMI to reflect the conversion of such shares as set forth in
Section 7.02 of the Shareholders Agreement.
6. Effective upon receipt by Defendants of the Shares and the entry of
the Agreed Order Dismissing Case With Prejudice, the Hvide Parties, their
principals, officers, directors, partners, employees, servants, stockholders,
agents, subsidiaries, affiliates, related corporations or other entities, heirs,
assigns, predecessors and successors in interest, release, acquit and forever
discharge the Defendants, their principals, officers, directors, partners,
employees, servants, stockholders, agents, subsidiaries, affiliates, related
corporations or other entities, heirs, assigns, predecessors and successors in
interest, from any and all action, claims, liabilities, demands, damages and
causes, whether known or unknown, which relate
2
<PAGE>
to or concern the parties' rights and obligations under Section 3.02 of the
Amended CSI Agreement.
7. Effective upon receipt by Defendants of the Shares and the entry of
the Agreed Order Dismissing Case With Prejudice, the Defendants, their
principals, officers, directors, partners, employees, servants, stockholders,
agents, subsidiaries, affiliates, related corporations or other entities, heirs,
assigns, predecessors and successors in interest, release, acquit and forever
discharge the Hvide Parties, their principals, officers, directors, employees,
servants, stockholders, agents, subsidiaries, affiliates, related corporations
or other entities, heirs, assigns, predecessors and successors in interest, from
any and all actions, claims, liabilities, demands, damages and causes, whether
known or unknown, which relate to or concern the parties rights and obligations
under Section 3.02 of the Amended CSI Agreement.
8. Effective upon receipt by Defendants of the Shares and the entry of
Agreed Order Dismissing Case With Prejudice, all claims, defenses or
counterclaims either actually asserted in the Action or which could have been
asserted in the Action by either party relating to Section 3.02 of the Amended
CSI Agreement, are settled and completely disposed of as a result of this
Agreement, except that if either party pursues any legal proceeding, including
but not limited to any lawsuit (including trial and appellate proceedings),
mediation or arbitration (including original, confirmation and appellate
proceedings) to enforce any portion of this Agreement, the prevailing party
shall be entitled to payment by the other party of its expenses (including
reasonable attorneys' fees, paralegals' fees, and costs incurred, whether or not
otherwise taxable in court as costs) incurred in bringing or defending such
proceedings. Each party shall otherwise bear its own costs and attorneys' fees.
9. (a) With respect to Article IV of the Shareholders Agreement, the
Hvide Parties represent that the aggregate "Primary Economic Interest" (as
defined in the Shareholders Agreement) of the "Investor Shareholders" (as
defined in the Shareholders Agreement) is currently less than 20% of the "Total
Primary Economic Interest" (as defined in the Shareholders Agreement) in HMI.
Accordingly, the parties hereto agree that (i) the Investor Shareholders
currently have the right to nominate two directors of HMI; (ii) at such time as
HMI notifies the Defendants that the aggregate Primary Economic Interest of the
Investor Shareholders is less than 10% of the Total Primary Economic Interest in
HMI, either Robert B. Calhoun, Jr. or John L. Lee (or one of their respective
successors) as determined by Clipper on behalf of itself and the other Investor
Shareholders, both of whom shall be considered the remaining nominees of the
Investor Shareholders, shall tender his resignation as a director of HMI or
shall have otherwise ceased to serve as a director of HMI; and (iii) at such
time as HMI notifies the Defendants that the aggregate Primary Economic Interest
of the Investor Shareholders is less than 5% of the Total Primary Economic
Interest in HMI, all of the nominees of the Investor Shareholders shall tender
their resignations as directors of HMI or shall have otherwise ceased to serve
as directors of HMI.
(b) Defendants shall not distribute in-kind shares of Class B
Common Stock owned by Defendants to limited partners of Defendants, it being
understood that any of
3
<PAGE>
such shares of Class B Common Stock may be converted by Defendants into shares
of Class A Common Stock and such shares of Class A Common Stock (but not any
shares of Class B Common Stock) may be distributed in-kind by Defendants to
limited partners of Defendants.
10. It is expressly understood and agreed that this Agreement shall not
be construed as, or be deemed to be, evidence of an admission or concession of
any fault or liability or damage whatsoever on the part of any of the parties
hereto, and no party shall make any disparaging statement about any other party
hereto.
11. It is mutually understood and agreed that this Agreement shall be
governed by Florida law.
12. Each party was represented by counsel during negotiation of the
provisions of this Agreement, and each party agrees that no provision of this
Agreement is to be interpreted for or against any party on the basis that the
party or the party's counsel drafted the Agreement.
13. In case any covenant, condition, term or provision contained in
this Agreement shall be held to be invalid, illegal or unenforceable in any
respect, in whole or in part, by judgment, order or decree of any court or other
judicial tribunal of competent jurisdiction, from which judgment, order or
decree no further appeal or petition for review is available, the validity of
the remaining covenants, conditions, terms and provisions contained in this
Agreement, and the validity of the remaining part of any term or provision held
to be partially invalid, illegal or unenforceable, shall in no way be affected,
prejudiced or disturbed thereby. In case of any conflict between the provisions
of this Agreement and those of any other agreement between the parties, the
provisions of this Agreement shall prevail.
14. The parties hereto agree that the failure of any party to seek
enforcement of any part of this Agreement shall not work as a waiver of any
subsequent or prior non-compliance by any other party.
15. Any waiver, alteration or modification of any of the provisions of
this Agreement shall not be valid unless in writing and signed by all parties
hereto.
16. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, their respective successors, assigns and licensees, any
corporation, partnership or other legal entity which owns or controls or is
owned or controlled by any party, and any affiliates thereof.
17. The individual signing this Agreement on behalf of each party
represents and warrants that he has authority to execute this Agreement on
behalf of such party and the other persons intended to be bound by the
obligations of that party.
4
<PAGE>
18. The parties hereto agree that this Agreement sets forth the entire
understanding of the partes in connection with its subject matter, and
supersedes any and all contemporary and prior discussions, understandings and
agreements. Each party hereby represents and warrants that no statements,
representations or warranties in connection with the subject matter of this
Agreement have been made except as expressly set forth herein.
19. Any notices or deliveries required or permitted to be served or
given pursuant to this Agreement, unless otherwise agreed to by the parties,
shall be delivered either by personal delivery or by first class mail, certified
mail and overnight courier, postage prepaid, addressed as follows:
The Hvide Parties:
Hvide Marine Incorporated
2200 Eller Drive
Ft. Lauderdale, Florida 33316
Attn: Gene Dougals, Vice President-Legal
and General Counsel
Facsimile: (954) 527-1772
Telephone: (954) 524-4200, Ext. 800
Defendants:
Clipper Capital Associates, L.P.
650 Madison Avenue
9th Floor
New York, New York 10022
-with a copy to-
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attn: Michael Nissan
20. This Agreement contains all of the covenants and agreements between
the parties with respect to the subject matter hereof and each party to this
Agreement acknowledges that no representation, inducement, promise or statement,
oral or otherwise, has been made by any party or anyone acting on behalf of any
party which is not embodied herein, and agrees that no other agreement,
covenant, representation, inducement, promise or statement not set forth in
writing in this Agreement shall be valid or binding.
5
<PAGE>
21. This Agreement may be executed in counterparts (including execution
and delivery by facsimile transmission), each of which shall be an original, but
all counterparts together shall constitute one and the same instrument.
Signature Pages to Stipulation for Settlement
CONSENTED AND AGREED TO BY
HVIDE MARINE INCORPORATED
CONSENTED AND AGREED TO BY
J. ERIK HVIDE
CONSENTED AND AGREED TO BY
J. ERIK HVIDE AS TRUSTEE UNDER
THE TRUST CREATED BY THE DECLARATION
OF TRUST DATED JUNE 23, 1978, FOR
ELSE HVIDE AND THE OTHERS NAMED
THEREIN
CONSENTED AND AGREED TO BY
J. ERIK HVIDE AS TRUSTEE UNDER
THE TRUST CREATED BY THE DECLARATION
OF TRUST DATED JUNE 23, 1978 FOR
ELSE HVIDE SOWERY AND THE OTHERS
NAMED THEREIN
CONSENTED AND AGREED TO BY
CLIPPER CAPITAL ASSOCIATES, L.P.,
BY CLIPPER CAPITAL ASSOCIATES, INC.,
ITS GENERAL PARTNER
CONSENTED AND AGREED TO BY
6
<PAGE>
CLIPPER/PARK HMI, L.P., BY
CLIPPER CAPITAL ASSOCIATES, L.P.,
ITS GENERAL PARTNER, BY CLIPPER
CAPITAL ASSOCIATES, INC., ITS
GENERAL PARTNER
Signature Pages to Stipulation for Settlement
CONSENTED AND AGREED TO BY
CLIPPER/HERCULES, L.P., BY
CLIPPER CAPITAL ASSOCIATES, L.P.,
ITS GENERAL PARTNER, BY CLIPPER
CAPITAL ASSOCIATES, INC., ITS
GENERAL PARTNER
CONSENTED AND AGREED TO BY
CLIPPER/MERCHANT HMI, L.P., BY
CLIPPER CAPITAL ASSOCIATES, L.P.,
ITS GENERAL PARTNER, BY CLIPPER
CAPITAL ASSOCIATES, INC., ITS
GENERAL PARTNER
CONSENTED AND AGREED TO BY
CLIPPER/MERBAN, L.P., BY
CLIPPER CAPITAL ASSOCIATES, L.P.,
ITS GENERAL PARTNER, BY CLIPPER
CAPITAL ASSOCIATES, INC., ITS
GENERAL PARTNER
RUDEN, McCLOSKY, SMITH,
SCHUSTER & RUSSELL, P.A.
Attorneys for Hvide Marine Incorporated
15th Floor
200 East Broward Blvd.
P.O. Box 1900
Fort Lauderdale, Florida 33302
7
<PAGE>
By:
Terrence Russell (FBN 116057)
John R. Keller (FBN 796890)
8
<PAGE>
CANNING, MURRAY & PELTZ, P.A.
Attorney for J. Erik Hvide
8300 N.W. 53rd Street
Suite 300
Miami, Florida 33166-7712
By:
C. Robert Murray, Jr. (FBN 182928)
WEIL, GOTSHAL & MANGES LLP
Attorneys for Clipper Capital
Associates, L.P.;
Clipper/Park HMI, L.P.;
Clipper/Hercules, L.P.;
Clipper/Merchant HMI, L.P.;
and Clipper/Merban, L.P.,
701 Brickell Avenue Suite
2100 Miami, Florida
33131-2861
By:
Edward Soto (FBN 265144)
Valerie Itkoff (FBN 26514)
9
<PAGE>
COMPOSITE EXHIBIT A
IN THE CIRCUIT COURT OF THE 17TH
JUDICIAL CIRCUIT IN AND FOR BROWARD
COUNTY, FLORIDA
CIVIL DIVISION
CASE NO.: 97-9722-04
HVIDE MARINE INCORPORATED,
a Florida corporation and
J. ERIK HVIDE,
Plaintiff
vs.
CLIPPER CAPITAL ASSOCIATES,
L.P.; CLIPPER/PARK HMI, L.P.;
CLIPPER/HERCULES, L.P.;
CLIPPER/MERCHANT HMI, L.P.; AND
CLIPPER/MERBAN, L.P.,
Defendants.
- ---------------------------------/
STIPULATION FOR DISMISSAL
IT IS HEREBY STIPULATED AND AGREED, by and between plaintiffs HVIDE
MARINE INCORPORATED and J. ERIK HVIDE, and defendants CLIPPER CAPITAL
ASSOCIATES, L.P.; CLIPPER/PARK HMI, L.P.; CLIPPER/HERCULES, L.P.;
CLIPPER/MERCHANT HMI, L.P.; and CLIPPER/MERBAN, L.P., that the above action be
dismissed with prejudice in accordance with the terms of a Stipulation for
Settlement by and among the parties hereto dated as of September 11, 1997. The
parties jointly move for entry of an Agreed Order Dismissing Case With
Prejudice, in the form submitted herewith, which is an absolute condition for
the effectiveness and enforceability of the Stipulation for Settlement.
<PAGE>
DATED this day of September, 1997.
RUDEN, McCLOSKY, SMITH, WEIL, GOTSHAL & MANGES LLP
SCHUSTER & RUSSELL, P.A. Attorneys for Defendants
Attorneys for Hvide Marine 701 Brickell Avenue
Incorporated Suite 2100
15th Floor Miami, Florida 33131
200 East Broward Blvd.
Fort Lauderdale, Florida 33302
By: By:
Terrence Russell (FBN 116057) Edward Soto (FBN 265144)
John R. Keller (FBN 796890) Valerie Itkoff (FBN 26514)
CANNING, MURRAY & PELTZ, P.A.
Attorney for J. Erik Hvide
8300 N.W. 53rd Street
Suite 300
Miami, Florida 33166-7712
By:
C. Robert Murray, Jr. (FBN 182928)
<PAGE>
IN THE CIRCUIT COURT OF THE 17TH
JUDICIAL CIRCUIT IN AND FOR BROWARD
COUNTY, FLORIDA
CIVIL DIVISION
CASE NO.: 97-9722-04
HVIDE MARINE INCORPORATED,
a Florida corporation and
J. ERIK HVIDE,
Plaintiff
vs.
CLIPPER CAPITAL ASSOCIATES,
L.P.; CLIPPER/PARK HMI, L.P.;
CLIPPER/HERCULES, L.P.;
CLIPPER/MERCHANT HMI, L.P.; AND
CLIPPER/MERBAN, L.P.,
Defendants.
- ---------------------------------/
AGREED ORDER DISMISSING CASE WITH PREJUDICE
THIS CAUSE having come before the Court upon the parties' above
Stipulation for Dismissal, and the Court having considered the same and being
fully familiar with the matter, and the parties having agreed to the entry of
this Order, it is, upon consideration,
ORDERED, as follows:
1. The Stipulation for Dismissal is hereby, in all respects, approved,
ratified and confirmed, and the parties to the stipulation are directed to
comply therewith.
<PAGE>
2. This Case is hereby dismissed with prejudice.
3. The Court retains jurisdiction to enforce the Stipulation for
Dismissal. DONE AND ORDERED, in Chambers, Fort Lauderdale, Broward
County, Florida,
this day of , 1997.
Circuit Court Judge
Copies to:
Terrence Russell and John R. Keller
C. Robert Murray, Jr.
Edward Soto and Valerie Itkoff
CUSIP NO. 448515 10 6 Schedule 13D
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) of Regulation 13d of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Act of 1934, as amended, the undersigned agree to the joint filing on
behalf of each of them of this statement and any subsequent amendments thereto.
Date: November , 1997
CLIPPER CAPITAL ASSOCIATES, INC.,
by:
Name: Robert B. Calhoun, Jr.
Title: President
METROPOLITAN LIFE INSURANCE COMPANY,
by:
Name: Michael J. Mazzola
Title: Assistant Vice-President
OGP II, L.P.,
by its general partner LJM, LLC,
by:
Name: Louis J. Mischianti
Title: Member
J. Erik Hvide
1
<PAGE>
J. ERIK HVIDE, as trustee of the trust
created by the Declaration of Trust
dated June 23, 1978, for Elsa Hvide and
the others named therein,
by:
Name: J. Erik Hvide
Title: Trustee
J. ERIK HVIDE, as trustee
of the trust created by the
Declaration of Trust dated
June 23, 1978, for Elsa
Hvide Sowrey and the others
named therein,
by:
Name: J. Erik Hvide
Title: Trustee
2
