SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
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)
July 1, 1998
-----------------------------
(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 17 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
3,766,192**
9 SOLE DISPOSITIVE POWER
1,665,522**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,766,192**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.6**
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 17 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
United States
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,766,192**
9 SOLE DISPOSITIVE POWER
22,000**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,766,192**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.6**
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 17 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 448515 10 6
1 NAME OF REPORTING PERSON
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Hvide Holdings Corp. (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
3,766,192**
9 SOLE DISPOSITIVE POWER
1,496,466**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,766,192**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.6**
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 4 of 17 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
3,766,192**
9 SOLE DISPOSITIVE POWER
71,820**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,766,192**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.6**
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 5 of 17 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, L.P.
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
3,766,192**
9 SOLE DISPOSITIVE POWER
510,384**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,766,192**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.6**
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 6 of 17 Pages
<PAGE>
This Amendment No. 2 to Schedule 13D is being filed by the Reporting
Persons (as defined below) to report the changes in ownership of the Common
Stock (as defined below) described in Item 4.
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.
Item 2 is amended to read in its entirety the following:
Pursuant to Rule 13d-1(k)(1) 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) Mr. J. Erik Hvide; (iii) Hvide Holdings Corp. ("Hvide Holdings"); (iv)
Metropolitan Life Insurance Company ("Met"); and (v) OGP II, L.P. ("Olympus").
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(k)(1). Subsequent to this filing, any filings required to be made by any
of the Reporting Persons pursuant to Section 13(d) of the Act and Regulation 13D
thereunder, will be made individually and not as a joint filing pursuant to Rule
13d-1(k)(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. and
Clipper/Park HMI, L.P., each of which owns certain of the shares of Common
Stock. Clipper/Hercules, L.P. ("Hercules") was previously included as one of the
Clipper Partnerships on this Schedule 13D. As described in Item 4 below, on July
1, 1998 Hercules distributed all of the Common Stock previously held directly by
it to its partners. 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.
J. Erik Hvide is the president and chief executive officer of the
Company. He is a U.S. citizen whose principal business address is 2200 Eller
Drive, Fort Lauderdale, Florida 33116. He is also the sole stockholder of Hvide
Holdings, the general partner of Hvide Trust Limited, L.P. ("Hvide Trust
Limited"). Hvide Trust Limited directly owns certain of the shares of Common
Stock. At present, the
Page 7 of 17 Pages
<PAGE>
business of Hvide Holdings consists of performing the function of, and serving
as, the general partner of Hvide Trust Limited. The business address of Hvide
Holdings is 2200 Eller Drive, Fort Lauderdale, Florida 33116. The attached
Schedule II is a list of the directors and executive officers of Hvide Holdings;
each of the named persons is a U.S. citizen.
J. Erik Hvide originally reported on this Schedule 13D, and in
Amendment No. 1 thereto, as the trustee of both Hvide Trust I and Hvide Trust II
(the "Hvide Trusts"). Except for 10,000 shares of Class A Common Stock directly
held by J. Erik Hvide, on December 29, 1997, J. Erik Hvide and the Hvide Trusts
effected a change in beneficial ownership by transferring all shares of Class B
Common Stock directly held by them to Hvide Trust Limited. J. Erik Hvide and the
Hvide Trusts are the limited partners of Hvide Trust Limited.
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 III is a list of the directors and executive officers of
Met; each of the named persons is a U.S. citizen.
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 ("OGF II"), which
directly owns certain of the shares of Common Stock. Robert S. Morris, Louis J.
Mischianti and James A. Conroy are, through limited liability entities wholly
owned by them, the general partners of Olympus. Messrs. Morris, Mischianti and
Conroy are U.S. citizens whose business address is Olympus's offices.
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 or in
the related Schedules, 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 transactions that
require the filing of this amendment. For a description of these transactions,
see Item 4, below.
Page 8 of 17 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to read in its entirety as follows:
On July 1, 1998, the Company, Hvide Trust Limited, J. Erik Hvide, the
Clipper Partnerships, OGF II and Met entered into the agreement attached hereto
as Exhibit F (the "Agreement") in order to (i) specify procedures for effecting
the distribution of all of the shares of Common Stock directly held by
Clipper/Hercules, L.P. ("Hercules") to its partners (OGF II, Clipper Capital and
certain individuals), and any future distribution by OGF II of the shares
distributed to it by Hercules, together with all of the shares of Common Stock
held by it directly (the "Olympus Shares"), and (ii) acknowledge that upon the
distribution of the Olympus Shares, OGF II will no longer be a party to that
Agreement Among Shareholders dated August 14, 1996, among the Clipper
Partnerships, Met, OGF II, J. Erik Hvide and Hvide Trust Limited (as successor
in interest to the Hvide Trusts), as described in Item 6 below (the
"Shareholders Agreement"), and thereafter OGF II and its partners will no longer
have any rights or obligations under that agreement.
Pursuant to the Agreement, on July 1, 1998, Hercules distributed to its
partners (OGF II, Clipper Capital and certain individuals) a total of 477,762
shares of Class A Common Stock as follows: 442,788 shares to OGF II, 323 shares
to Clipper Capital and 34,651 shares to certain individuals.
Of the 477,762 shares distributed by Hercules, 359,401 shares had been
held by Hercules as shares of Class B Common Stock. Prior to distributing those
shares, Hercules converted them into shares of Class A Common Stock on a
one-for-one basis.
As a result of the above distribution, Hercules is no longer a party to
the Shareholders Agreement and no longer has a beneficial ownership interest in
the Common Stock. Hercules ceased to be a 5% beneficial owner on July 1, 1998.
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 available investment opportunities. 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.
Page 9 of 17 Pages
<PAGE>
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.
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.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Item 5 is amended to read in its entirety as follows:
CLIPPER:
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations under the Act, Clipper may be deemed to beneficially own 3,766,192
shares of Common Stock, which constitutes approximately 24.6% 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 3,766,192 of the shares of Common Stock
(constituting 70.8% of the total voting power of the Common Stock) as a result
of the Shareholders Agreement; has sole dispositive power with respect to
1,665,522 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
12,149 shares of Common Stock. As a result of the distribution described in Item
4, Hercules no longer has a beneficial ownership interest in the Common Stock as
of the date of this filing.
J. ERIK HVIDE:
In accordance with Rule 13d-5(b)(1) of the General Rules and Regulations
under the Act, J. Erik Hvide may be deemed to beneficially own 3,766,192 shares
of Common Stock, which constitutes approximately 24.6% of the outstanding shares
of Common Stock. Mr. Hvide has sole voting power with
Page 10 of 17 Pages
<PAGE>
respect to none of the shares of Common Stock; has shared voting power with
respect to 3,766,192 of the shares of Common Stock (constituting 70.8% of the
total voting power of the Common Stock) as a result of the Shareholders
Agreement; has sole dispositive power with respect to 22,000 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.
HVIDE HOLDINGS CORP.:
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations under the Act, Hvide Holdings may be deemed to beneficially own
3,766,192 shares of Common Stock, which constitutes approximately 24.6% of the
outstanding shares of Common Stock. Hvide Holdings has sole voting power with
respect to none of the shares of Common Stock; has shared voting power with
respect to 3,766,192 of the shares of Common Stock (constituting 70.8% of the
total voting power of the Common Stock) as a result of the Shareholders
Agreement; has sole dispositive power with respect to 1,496,466 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.
MET:
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations under the Act, Met may be deemed to beneficially own 3,766,192
shares of Common Stock, which constitutes approximately 24.6% 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 3,766,192 of the
shares of Common Stock (constituting 70.8% 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.
OLYMPUS:
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations under the Act, Olympus may be deemed to beneficially own 3,766,192
shares of Common Stock, which constitutes approximately 24.6% 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 with respect to 3,766,192 of
the shares of Common Stock (constituting 70.8% of the total voting power of the
Common Stock) as a result of the Shareholders Agreement; has sole dispositive
power with respect to 510,384 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. Upon the distribution of the
Olympus Shares, Olympus and OGF II will no longer have a beneficial ownership
interest in the Common Stock.
Each of the Reporting Persons disclaims beneficial ownership of all
shares of Common Stock beneficially owned by any other Reporting Person.
J. Erik Hvide purchased 2,000 shares of Class A Common Stock on August
18, 1998, at a price of $8.125 per share, in an open market transaction. There
have been no other transactions by the Reporting Persons in the shares of Common
Stock during the past 60 days.
Page 11 of 17 Pages
<PAGE>
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 described in Item 4 above, the Company, Hvide Trust Limited, J. Erik
Hvide, the Clipper Partnerships, OGF II and Met entered into the Agreement in
order to establish procedures for distributing the Common Stock previously held
by Hercules and the Olympus Shares currently held by OGF II.
As mentioned in Item 4 above, the Company, Hvide Trust Limited, J. Erik
Hvide, the Clipper Partnerships and Met are parties to the Shareholders
Agreement. Each of the parties to the Shareholders Agreement 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 and Met 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 in the Shareholders Agreement), 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 and Hvide
Trust Limited agree not to transfer any Common Stock to a person that is not a
U.S. citizen. Pursuant to the Agreement, upon the distribution of the Olympus
Shares, OGF II will no longer be a party to the Shareholders Agreement and
thereafter OGF II and its partners will no longer have any rights or obligations
under that agreement.
The Company, the Clipper Partnerships, Met and OGF II are parties to
that certain Registration Rights Agreement dated August 14, 1996 (the
"Registration Rights Agreement"), pursuant to which the Company has granted
certain registration rights with respect to the Common Stock owned by Clipper,
Met and previously OGF II. The Agreement did not affect the rights and
obligations of OGF II under the Registration Rights Agreement except to prohibit
OGF II from transferring or assigning its rights thereunder to any transferee of
any of the Olympus Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended to read in its entirety as follows:
Exhibit 99 - Joint Filing Agreement
Exhibit A - Shareholders Agreement (attached to the Reporting Persons'
original Schedule 13D filed with the Commission on September 20, 1996)
Exhibit C - Registration Rights Agreement (attached to the Reporting
Persons' original Schedule 13D filed with the Commission on September
20, 1996)
Exhibit F - Agreement (attached hereto)
Page 12 of 17 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: October 7, 1998
CLIPPER CAPITAL ASSOCIATES, INC.,
by: /s/ Robert B. Calhoun, Jr.
Name: Robert B. Calhoun, Jr.
Title: President
/s/ J. Erik Hvide
J. Erik Hvide
HVIDE HOLDINGS CORP.,
by: /s/ Gerald Farmer
Name: Gerald Farmer
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
Page 13 of 17 Pages
<PAGE>
Schedule I
Directors and Executive Officers of
Clipper Capital Associates, Inc.
Name Business 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 14 of 17 Pages
<PAGE>
Schedule II
Directors and Executive Officers of
Hvide Holdings Corp.
Name Business Address
Gerald Farmer Hvide Marine Incorporated
President, Treasurer and Director 2200 Eller Drive
Ft. Lauderdale, FL 33116
Denison H. Hatch, Jr. Morris, Nichols, Arsht & Tunnell
Vice President, Secretary and Director 1201 North Market Street
Wilmington, DE 19899-1347
Page 15 of 17 Pages
<PAGE>
Schedule III
Directors and Executive Officers of
Metropolitan Life Insurance Company
<TABLE>
<CAPTION>
Executive Officers:
<S> <C> <C>
Robert H. Benmosche Gary A. Beller C. Robert Henrikson
Chairman, President Executive Vice-President, Executive Vice-President
and Chief Executive Officer General Counsel
and Chief Legal Officer
Gerald Clark Catherine A. Rein Jeffrey J. Hodgman
Senior Executive Executive Vice President Executive Vice-President
Vice-President, Chief
Investment Officer, and
Vice Chairman
Stewart G. Nagler William J. Toppeta David A. Levene
Senior Executive Vice-President, Executive Vice-President Executive Vice-President
Chief Financial Officer
and Vice Chairman
John H. Tweedie Judy E. Weiss
Executive Vice-President Executive Vice-President
Directors:
Robert H. Benmosche Allen E. Murray James R. Houghton
Chairman, President and Retired Chairman of the Board Retired Chairman of the Board
Chief Executive Officer and Chief Executive Officer Corning Incorporated
Metropolitan Life Mobil Corporation
Insurance Company
Curtis H. Barnette Joan Ganz Cooney Ruth J. Simmons, PH.D.
Chairman of the Board Chairman, President
and Chief Executive Officer Executive Committee Smith College
Bethlehem Steel Corporation Children's Television Workshop
Robert G. Schwartz Hugh B. Price Helene L. Kaplan
Retired Chairman of the Board President and Chief Of Counsel
President and Chief Executive Officer Skadden, Arps, Slate,
Executive Officer National Urban Meagher & Flom
Metropolitan Life League, Inc.
Insurance Company
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.
</TABLE>
Page 16 of 17 Pages
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Gerald Clark William C. Steere, Jr. Stewart G. Nagler
Senior Executive Chairman of the Board Senior Executive Vice President,
Vice-President and and Chief Executive Officer Chief Financial Officer and
Chief Investment Officer Pfizer Inc. Vice Chairman
Metropolitan Life Metropolitan Life
Insurance Company Insurance Company
</TABLE>
Page 17 of 17 Pages
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 amendments hereto.
Date: October 7, 1998
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. Erik Hvide
J. Erik Hvide
HVIDE HOLDINGS CORP.,
by: /s/ Gerald Farmer
Name: Gerald Farmer
Title: President
