PURSUANT TO RULE NO. 424(b)(3)
REGISTRATION NO. 333-34941 PROSPECTUS
SUPPLEMENT NO. 2
(TO THE PROSPECTUS DATED OCTOBER 16, 1997)
2,300,000 Preferred Securities
Hvide Capital Trust
6 1/2% Trust Convertible Preferred Securities
(Liquidation Preference $50 per Preferred Security)
and
4,176,880 Shares
Hvide Marine Incorporated
Class A Common Stock
(Including 4,035,120 Shares Issuable Upon Conversion
of the Preferred Securities)
This Prospectus Supplement No. 2 supplements and amends the Prospectus
dated October 16, 1997 (the "Prospectus") relating to the resale of (i) the 6
1/2% Trust Convertible Preferred Securities (the "Preferred Securities"), which
represent preferred undivided beneficial ownership interests in the assets of
Hvide Capital Trust, a statutory business trust formed under the laws of the
State of Delaware, (ii) the shares of common stock of Hvide Marine Incorporated,
a Florida corporation (the "Company"), par value $0.001 per share (the "Hvide
Class A Common Stock"), issuable upon conversation of the Preferred Securities;
and (iii) 141,760 shares of Hvide Class A Common Stock issued by the Company in
connection with an acquisition of certain vessels.
The table on pages 83 and 84 of the Prospectus, which sets forth
information with respect to the Selling Holders (as defined in the Prospectus)
and the respective amounts of Preferred Securities beneficially owned by each
Selling Holder that may be offered pursuant to the Prospectus (as supplemented
and amended) (the "Selling Holder Table"), is hereby amended to add the new line
items:
<TABLE>
<CAPTION>
Shares of Common
Stock Issuable Upon
Number of Conversion of
Selling Holders Preferred Securities Preferred Securities
<S> <C> <C>
Lipper Convertibles, L.P..................................... 192,700 338,072
Massachusetts Mutual Life Insurance Co....................... 11,430 20,052
</TABLE>
The Prospectus, Prospectus Supplement No. 1, and this Prospectus
Supplement No. 2, constitute the prospectus required to be delivered by Section
5(b) of the Securities Act of 1933, as amended, with respect to offers and sales
of the Preferred Securities and the Hvide Class A Common Stock issuable upon
conversion of the Preferred Securities. All references in the Prospectus to "the
Prospectus" are hereby amended to read "the Prospectus (as supplemented and
amended)."
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS
DISCUSSED UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE
13 OF THE PROSPECTUS.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAVE THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus Supplement is January 12, 1998
