SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 1999
HVIDE MARINE INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 0-28732 65-0966399
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 954.524.4200
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Item 3 of the Company's Current Report on Form 8-K, dated and filed
with the Securities and Exchange Commission on December 27, 1999, is hereby
amended, modified and restated in its entirety as follows:
Item 3. Bankruptcy or Receivership.
On December 9, 1999, the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") confirmed the First Amended Joint
Plan of Reorganization (the "Plan") proposed by Hvide Marine Incorporated (the
"Company") and its subsidiary and affiliate debtors in their proceedings under
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") (Case
No. 99-3024(PJW)). For additional information, see the Company's Current Reports
on Form 8-K dated September 21 and October 12, 1999, and its Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999 (the "Third Quarter 10-Q").
The Plan provides that holders of the Company's 83/8% Senior Notes due
2008 will exchange their Senior Notes for 9,800,000 shares of common stock of
the reorganized Company ("Reorganized HMI"), representing 98% of its common
equity; holders of the Trust Convertible Preferred Securities issued by a
subsidiary of the Company will receive 200,000 shares of common stock of
Reorganized HMI, representing 2% of its common equity, as well as warrants to
purchase an additional 125,000 shares; and holders of the Company's Common Stock
will receive warrants to purchase 125,000 shares of common stock of Reorganized
HMI. The warrants will be exercisable at $38.49 per share and will have a term
of four years. In addition, warrants to purchase 6.75% of the common stock of
Reorganized HMI, that are exercisable at a nominal purchase price for a term of
seven and one-half years, were issued to purchasers of the Company's new senior
secured second lien notes as described below. The Plan also provides that
general and trade creditors will be paid in full.
Consummation of the Plan is subject to various conditions that are
required to be satisfied or waived prior to 60 days following the December 9,
1999 confirmation of the Plan by the Bankruptcy Court. However, there can be no
assurance that the Plan will be consummated, by that time or at all.
The above discussion is qualified in its entirety by reference to the
Plan (including the Supplement thereto appended to the Order of the Bankruptcy
Court filed as an exhibit to the Company's Current Report on Form 8-K dated
December 27, 1999, and incorporated by reference herein).
As required by the Plan, the Company has obtained exit financing
facilities totaling $310.5 million from a group of financial institutions led by
Deutsche Bank Securities, Inc. The closing of such financing occurred on
December 15, 1999. The facilities consist of $200 million in term loans, a $25
million revolving credit facility (the "Bank Facilities"), and $85.5 million of
the Company's 12 1/2% Senior Secured Notes due 2007 (the "Notes"). A portion of
the proceeds from these facilities was used to refinance borrowings under the
Company's debtor-in-possession credit facility and to pay administrative and
other fees and expenses, and the balance of the proceeds will be used for future
working capital.
The terms of the Bank Facilities are set forth in a Credit Agreement
dated December 15, 1999, among the Company, Deutsche Bank Securities, Inc.
acting as Lead Arranger and Book Manager, Bankers Trust Company acting as the
Administrative Agent, MeesPierson Capital Corp. acting as the Syndication Agent
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and Co-Arranger and various persons as Lenders (the "Credit Agreement"). The
Credit Agreement provides for an A, B and C Term Loan Facility and a Revolving
Loan Facility, in the amounts of $75 million, $30 million, $95 million and $25
million, respectively. Pursuant to the Credit Agreement, the A, B and C Term
Loan Facilities must be reduced in accordance with amortization schedules of 5,
6 and 7 years, respectively, and the Revolving Loan Facility will mature 5 years
from the effective date of the Plan.
The interest rate for borrowings under the Credit Agreement is set from
time to time at the Company's option (subject to certain conditions set forth in
the Credit Agreement) at either: (i) the higher of the rate that the
Administrative Agent announces from time to time as its prime lending rate and
1/2 of 1% in excess of the overnight federal funds rate, plus a margin ranging
from 2.25% to 4.25% (referred to in the Credit Agreement as the Base Rate), or
(ii) a rate based on a percentage (determined by certain reserve requirements of
the Federal Reserve System) of the Administrative Agent's quotation to
first-class banks in the New York interbank Eurodollar market for dollar
deposits, plus a margin ranging from 3.25% to 4.25% (referred to in the Credit
Agreement as the Eurodollar Rate). Borrowings under the Credit Agreement are
secured by first priority perfected security interests in substantially all of
the stock or equity interests of the Company's subsidiaries and by first
priority perfected security interests in substantially all other tangible and
intangible assets of the Company and its subsidiaries. In addition,
substantially all of the Company's direct and indirect subsidiaries have
guaranteed the Company's obligations under the Credit Agreement. The Credit
Agreement contains customary covenants that require the Company, among other
things, to meet certain financial ratios and that prohibit the Company from
taking certain actions and entering into certain transactions. The foregoing
description of the Credit Agreement is qualified in its entirety by reference to
the Credit Agreement, which was filed as an exhibit to the Company's Current
Report on Form 8-K dated December 27, 1999.
The Notes are senior obligations of the Company that are secured by a
second priority lien on the property, plant and equipment that secures the
Credit Agreement. The Notes are unconditionally guaranteed by all of the
Company's direct and indirect subsidiaries that have guaranteed the Credit
Agreement. The Notes were issued at 90% of their face value for gross proceeds
of $85.5 million. The Notes were issued pursuant to an Indenture dated December
15, 1999, among the Company, the subsidiary guarantors, State Street Bank and
Trust Company as Trustee and Bankers Trust Company as the Collateral Agent (the
"Indenture"). The Indenture contains certain customary covenants that, among
other things, restricts the Company in connection with the incurrence of
additional indebtedness, asset sales, mergers and transactions with affiliates.
The foregoing descriptions of the Notes and the Indenture are qualified in their
entirety by reference to the Indenture, which was filed as an exhibit to the
Company's Current Report on Form 8-K dated December 27, 1999. As consideration
for the purchase of the Notes and as compensation for certain advisory fees, the
Company issued warrants to the purchasers of the Notes to purchase 6.75% of the
common stock of Reorganized HMI at an exercise price of $.01 for a term of seven
and one-half years. The Company also agreed to register for resale the Notes and
the common stock underlying the warrants.
Information regarding the number of shares of the Company outstanding
appears in the Plan (filed as an exhibit to the Third Quarter 10-Q), which is
incorporated by reference herein. No shares of the Company or of Reorganized HMI
have been or are to be reserved for future issuance in respect of claims and
interests filed and allowed under the Plan. Information as to the assets and
liabilities of the Company appears in the Plan and in the Third Quarter 10-Q.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following is being filed as an exhibit to this Report:
4.1* Indenture for the 12 1/2% Senior Secured Notes due 2007, dated
December 15, 1999 among Hvide Marine Incorporated as the
Issuer, the Subsidiary Guarantors named therein, State Street
Bank and Trust Company as the Trustee and Bankers Trust
Company as the Collateral Agent.
4.2* Warrant Agreement, dated December 15, 1999, between Hvide
Marine Incorporated and State Street Bank and Trust Company as
Warrant Agent.
10.1* Credit Agreement, dated December 15, 1999, among Hvide Marine
Incorporated, Bankers Trust Company as Administrative Agent,
Deutsche Bank Securities Inc. as Lead Arranger and Book
Manager, Meespierson Capital Corp. as Syndication Agent and
Co-Arranger and the various persons from time to time parties
to the agreement as Lenders.
10.2* Common Stock Registration Rights Agreement, dated December 15,
1999, among Hvide Marine Incorporated, Bankers Trust
Corporation and Great American Life Insurance Company, Great
American Insurance Company, New Energy Corp., American Empire
Surplus Lines Insurance Company, Worldwide Insurance Company
and American National Fire Insurance Company as Purchasers.
10.3* Registration Rights Agreement for the 12 1/2% Senior Secured
Notes due 2007, dated December 15, 1999, among Hvide Marine
Incorporated, Bankers Trust Corporation and Great American
Life Insurance Company, Great American Insurance Company, New
Energy Corp., American Empire Surplus Lines Insurance Company,
Worldwide Insurance Company and American National Fire
Insurance Company as Purchasers.
99.1* Order, dated December 9, 1999, of the United States Bankruptcy
Court for the District of Delaware, confirming the First
Amended Joint Plan of Reorganization in In re: Hvide Marine
Incorporated, et al., Case No. 99-3024 (PJW), including the
Supplement to such Plan.
* Filed as an exhibit to the Company's Current Report on Form 8-K dated December
27, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed by the undersigned
thereunto duly authorized.
HVIDE MARINE INCORPORATED
(Registrant)
By: /s/ John H. Blankley
John H. Blankley
Executive Vice President and
Chief Financial Officer
Dated: December 30, 1999
