HMAR (from S & P profile loaded 3/99)
* * * * * * * * * * * CAPITALIZATION (Sept. 30 '97) * * * * * * * * * * * *
LONG TERM DEBT- $ 61,857,000 (incl. $ 8,381,000 curr. portion),
including $ 17,000,000 taken down under a Credit Facility providing
up to $ 175 million through Sept. 30, 1999, at which time
availablilty decreases by $ 6 million per quarter until Sept. 30,
2002.
STOCK OUTSTANDING- Auth. Shs. Outstg. Shs.
Preferred $ 1 par............................10,000,000 None
Class A Common $ 0.001 par.................*100,000,000 @12,095,568
Class B Common $ 0.001 par....................5,000,000 3,181,936
*Incl. shs. for options; and 3,181,936 for conversion of Cl. B Com.
NOTE: As of Sept. 30, 1997, Hvide Capital Trust had 2,300,000
Preferred Securities outstanding. See Stock Data below for details.
* * * * * * * * * * * * * * * * * STOCK DATA * * * * * * * * * * * * * *
CLASS A & B COM., both $ 0.001 par, share equally per share as to
dividends and in any LIQUIDATION of assets. TRANSFERABLE- Cl. B can
be owned only by J.E. Hvide and associates. CONVERTIBLE- Cl. B into
Cl. A, share-for-share, anytime at the option of the holder, or
automatically if Cl. B ceases to be vested with E.J. Hvide and
associates.
VOTING POWER- Cl. A has one vote per share; Cl. B, 10 votes per
share.
HVIDE CAPITAL TRUST $ 3.25 (6 1/2%) CUM. (GTD.) TRUST CONV. PFD.
SECURITIES: DISTRIBUTIONS- 6 1/2% Trust Conv. Pfd. Securities
entitle holders, ranking equally with the holder of the Common
Securities, to distributions of $ 3.25 per annum, payable quarterly
each Jan. 1, Apr. 1, July 1 & Oct. 1. In the event of an Event of
Default under the Declaration of Trust, the Pfd. Securities will
have preference over the Common Securities to distribution payments.
Hvide Marine Inc. (Hvide) has the right, under its 6 1/2% Conv.
Subord. Debs. due June 15, 2012 issued to Hvide Capital Trust (the
Trust) in connection with the Trust's issuance of the Pfd.
Securities, to defer the payment of interest on the Debs. at any
time or from time to time for a period not exceeding 20 consecutive
quarters with respect to each Extension Period, provided that no
Extension Period may extend beyond the stated maturity of the Debs.
Upon the termination of any Extension Period and the payment of all
amounts then due, Hvide may select a new Extension Period and
terminate the payments of all amounts then due, subject to the
preceding requirements. As a consequence of any such deferral,
quarterly distributions on the Pfd. Securities by the Trust will be
deferred (and the amount of distributions to which holders of Pfd.
Securities are entitled will accumulate additional distributions)
during any such Extension Period. If a holder of Pfd. Securities
converts its Pfd. Securities during an Extension Period, the holder
will not receive any cash related to the deferred distribution.
Holders of Pfd. Securities should consult their own advisors as to
the tax treatment of such deferred distributions. Originally issued
June 27, 1997 in transactions not registered under the Securities
Act of 1933, as amended. Subsequently, Hvide filed a registration
statement effective Oct. 16, 1997 to provide for the resale of the
Pfd. Securities as registered securities without certain
restrictions of sale and transfer. Issued in book entry form covered
by one or more fully registered global Preferred Security
certificates deposited with, or on behalf of, Depository Trust Co.,
NYC. If at any time the Pfd. Securities are no longer represented by
a global Preferred Security certificate, Pfd. Securities will be
issued in definitive form. LIQUIDATION of assets, whether voluntary
or involuntary, entitles holders, ranking equally with the holder of
the Common Securities, to $ 50 plus any accrued and unpaid
distributions, unless, in connection with such liquidation, 6 1/2%
Conv. Subord. Debs. due June 15, 2012 of Hvide Marine Inc. (Hvide)
with a principal amount equal to the liquidation amount of the
Common Securities and the Pfd. Securities shall have been
distributed to the holders of such Securities. In the event of an
Event of Default under the Declaration of Trust, the Pfd. Securities
will have preference over the Common Securities to liquidation
payments. Pursuant to the Declaration of Trust, Hvide Capital Trust
(the Trust) will automatically dissolve upon expiration of its term
and will dissolve on the first to occur of: (i) certain events of
bankruptcy, dissolution or liquidation of Hvide; (ii) upon receipt
by the Trustee of written direction from Hvide, as sponsor of the
Trust, to dissolve the Trust (which direction is optional and wholly
within the discretion of Hvide, as depositor); (iii) the redemption,
conversion, or exchange of all of the Com. Securities and the Pfd.
Securities; (iv) the entry by a court of competent jurisdiction of
an order for the dissolution of the Trust; (v) the occurrence of a
Special Event resulting in the exchange or redemption of the Pfd.
Securities; and (vi) distribution of all of the underlying Cl. A
Com. of Hvide to all holders of Pfd. Securities upon conversion of
all of the Pfd. Securities. REDEEMABLE at the option of Hvide
Capital Trust, beginning July 2, 2000, in whole or in part on 30
days' notice at the following prices plus any accrued and unpaid
distributions through each July 1:
2001...........$ 52.275 2002...........$ 51.950 2003...........$ 51.625
SPECIAL REDEMPTION PROVISIONS- In the event Hvide Marine Inc.
(Hvide) redeems or repays its 6 1/2% Conv. Subord. Debs. due June
15, 2012, the proceeds of such redemption or repayment will be
applied to redeem the Pfd. Securities and simultaneously will also
be applied to redeem, on a pro rata basis, the Common Securities. At
any time, Hvide will have the right to terminate the Trust and cause
its 6 1/2% Conv. Subord. Debs. due June 15, 2012 to be distributed
to holders of Pfd. Securities in liquidation of the Trust. If a Tax
Event or an Investment Company Event (each, a Special Event) shall
occur and be continuing, Hvide Capital Trust (the Trust) shall,
except in certain limited circumstances, be dissolved with the
result that 6% Conv. Subord. Debs. due June 15, 2012 of Hvide with a
principal amount equal to the liquidation amount of the Pfd.
Securities and the Common Securities shall be distributed on a pro
rata basis within 90 days following the occurrence of such Tax Event
to holders of such Securities in liquidation of their interests in
the Trust. Under certain circumstances, Hvide may, in lieu of
distributing the Debs., elect to redeem the Debs. in whole or in
part for cash upon the later of (i) 90 days following the occurrence
of such Tax Event or (ii) July 2, 2000, and, following such
redemption, redeem on a pro rata basis the Common Securities and the
Pfd. Securities with a liquidation amount equal to the principal
amount of Debs. so redeemed. Tax Event means that the Trust shall
have received an opinion of counsel to the effect that, as a result
of certain changes in U.S. tax law, there is more than an
insubstantial risk that (i) the Trust is, or will be, subject to
U.S. Federal income tax with respect to interest received or accrued
on the 6 1/2% Conv. Subord. Debs. due June 15, 2012 of Hvide, (ii)
interest payable by Hvide on such Debs. is not, or will not be,
deductible by Hvide in whole or in part for U.S. Federal income tax
purposes or (iii) the Trust is, or will be, subject to more than a
de minimis amount of other taxes, duties, assessments or other
governmental charges. Investment Company Event means that the Trust
shall have received an opinion of counsel to the effect that, as a
result of the occurrence of a change in law or regulation or a
change in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the Trust
is, or will be, considered an investment company that is required to
be registered under the Investment Company Act of 1940, as amended.
CONVERTIBLE through the Business Day prior to June 15, 2012 (if
called, through the Business Day prior to the redemption date) into
1.7544 Cl. A Com. shares of Hvide Marine Inc. for each Pfd.
Security. Accumulated distributions will not be paid on Pfd.
Securities that are converted; provided, however, holders of Pfd.
Securities at the close of business on a distribution payment record
date will be entitled to receive the distribution payable, in cash,
on such Pfd. Securities on the corresponding distribution payment
date notwithstanding the conversion of such Pfd. Securities on or
subsequent to such distribution record date but prior to such
distribution payment date. Except as provided, the Trust will make
no payment or allowance for accumulated and unpaid distributions,
whether or not in arrears, on converted Pfd. Securities. Hvide will
make no payment or allowance for dividends on the shares of Cl. A
Com. issued upon such conversion. Exercise of the conversion
privilege shall be irrevocable. Fractional shares will be settled in
cash. Conversion privilege is protected against dilution, as
defined, with adjustments made for cumulative changes of at least 1%
in the conversion price. Terms of the conversion privilege should be
checked in detail. If any Fundamental Change occurs, then the
conversion price in effect will be adjusted immediately after such
Fundamental Change as described. In addition, in the event of a
Stock Fundamental Change, each Pfd. Security will be convertible
solely into common stock of the kind received by holders of Cl. A
Com. of Hvide as a result of such Stock Fundamental Change. The
conversion price in the case of any Fundamental Change will be
adjusted immediately after such Fundamental Change: (i) in the case
of a Non-Stock Fundamental Change, the conversion price of the Pfd.
Securities immediately following such Non-Stock Fundamental Change
will be the lower of (a) the conversion price in effect immediately
prior to such Non-Stock Fundamental Change (after giving effect to
any other previous adjustments) or (b) the product of (1) the
greater of the Applicable Price and the then applicable Reference
Market Price and (2) a fraction, the numerator of which is $ 50 and
the denominator of which is (x) the amount of the redemption price
for one Pfd. Security if the redemption date were the date of such
Non-Stock Fundamental Change (or, for the twelve-month periods
commencing July 2, 1997, July 2, 1998 and July 2, 1999 the product
of 105.23%, 105.91% and 106.60%, respectively, times $ 50) plus (y)
any then-accumulated and unpaid distributions on one Pfd. Security;
and (ii) in the case of a Stock Fundamental Change, the conversion
price of the Pfd. Securities immediately following such Stock
Fundamental Change will be the conversion price in effect
immediately prior to such Stock Fundamental Change (after giving
effect to any previous adjustments) as adjusted by multiplying such
conversion price by a fraction of which the numerator will be the
Purchaser Stock Price and the denominator will be the Applicable
Price; provided, however, that in the event of a Stock Fundamental
Change in which (a) 100% of the value of the consideration received
by a holder of Cl. A Com. of Hvide is common stock of the successor,
acquiror, or other third party (and cash, if any, is paid only with
respect to any fractional interests in such common stock resulting
from such Stock Fundamental Change) and (b) all Cl. A Com. of Hvide
will have been exchanged for, converted into, or acquired for common
stock (and cash with respect to fractional interests) of the
successor, acquiror, or other third party, the conversion price of
the Pfd. Securities in effect immediately prior to such Stock
Fundamental Change as adjusted by multiplying such conversion price
by a fraction of which the numerator will be one and the denominator
will be the number of shares of common stock of the successor,
acquiror, or other third party received by a holder of one Cl. A
Com. share of Hvide as a result of such Stock Fundamental Change.
Applicable Price means (i) in the case of a Non-Stock Fundamental
Change in which the holders of the Cl. A Com. of Hvide receive only
cash, the amount of cash received by the holder of one share of Cl.
A Com. of Hvide and (ii) in the event of any other Non-Stock
Fundamental Change or any Stock Fundamental Change, the average of
the Closing Prices for the Cl. A Com. of Hvide during the ten
trading days prior to the record date for determination of the
holders of Cl. A Com. of Hvide entitled to receive such securities,
cash, or other property in connection with such Non-Stock
Fundamental Change or Stock Fundamental Change or, if there is no
such record date, the date upon which the holders of the Cl. A Com.
of Hvide shall have the right to receive such securities, cash, or
other property (such record date or distribution date being referred
to as the Entitlement Date), in each case as adjusted as provided.
Closing Price means on any day the reported last sale price on such
day or in case no sale takes place on such day, the average of the
reported closing bid and asked prices in each case on the Nasdaq
Composite or, if the stock is not traded on the Nasdaq National
Market, on the principal national securities exchange or quotation
system on which such stock is listed or admitted to trading or, if
not listed or admitted to trading on any national securities
exchange or quotation system, the average of the closing bid and
asked prices as furnished by any NASD member firm, selected by the
Indenture Trustee for that purpose. Current Market Price of Cl. A
Com. of Hvide for any day means the last reported sale price,
regular way, on such day, or if no sale takes place on such day, the
average of the reported closing bid and asked prices on such day,
regular way, in either case as reported on The Nasdaq National
Market, or, if the Cl. A Com. of Hvide is not quoted on The Nasdaq
National Market on such day, on the principal national securities
exchange or quotation system on which the Cl. A Com. of Hvide is
listed or admitted to trading, or, if not listed or admitted to
trading or quoted on any national securities exchange or quotation
system, the average closing bid and asked prices of the Cl. A Com.
of Hvide in the over-the-counter market on the day in question as
reported by the National Quotation Bureau Inc., or a similar
generally accepted reporting service, or, if not so available, in
such manner, as furnished by the NASD member firm selected from time
to time by the directors of Hvide for that purpose or, if not so
available in such manner, as otherwise determined by the directors
of Hvide. Fundamental Change means the occurrence of any Transaction
or event in connection with a plan pursuant to which all or
substantially all of the Cl. A Com. of Hvide shall be exchanged for,
onverted into, acquired for, or constitute solely the right to
receive securities, cash, or other property (whether by means of an
exchange offer, liquidation, tender offer, consolidation, merger,
continuance, combination, reclassification, recapitalization, or
otherwise), provided, that, in the case of a plan involving more
than one such Transaction or event, for purposes of adjustment on
the conversion price, such Fundamental Change shall be deemed to
have occurred when substantially all of the Cl. A Com. of Hvide
shall be exchanged for, converted into, or acquired for or
constitute solely the right to receive securities, cash, or other
property, but the adjustment shall be based upon the consideration
that a holder of Cl. A Com. of Hvide received in such Transaction or
event as a result of which more than 50% of the Cl. A Com. of Hvide
shall have been exchanged for, converted into, or acquired for or
constitute solely the right to receive securities, cash, or other
property. Non-Stock Fundamental Change means any Fundamental Change
other than a Stock Fundamental Change. Purchaser Stock Price means,
with respect to any Stock Fundamental Change, the average of the
Closing Prices for the common stock received in such Stock
Fundamental Change for the ten consecutive trading days prior to and
including the Entitlement Date, as adjusted by Hvide as provided.
Reference Market Price shall initially mean $ 15.08 and in the event
of any adjustment of the conversion price other than as a result of
a Non-Stock Fundamental Change, the Reference Market Price shall
also be adjusted so that the ratio of the Reference Market Price to
the conversion price after giving effect to any such adjustment
shall always be the same as the ratio of the initial Reference
Market Price to $ 28.50 (the initial conversion price of the Pfd.
Securities). Stock Fundamental Change means any Fundamental Change
in which more than 50% of the value (as determined by the directors
of Hvide) of the consideration received by holders of Cl. A Com. of
Hvide consists of common stock that for each of the ten consecutive
trading days prior to the Entitlement Date has been admitted for
listing or admitted for listing subject to notice of issuance on a
national securities exchange or quoted on The Nasdaq National
Market; provided, however, a Fundamental Change shall not be a Stock
Fundamental Change if either (i) Hvide continues to exist after the
occurrence of such Fundamental Change and the outstanding Pfd.
Securities continue to exist as outstanding Pfd. Securities or (ii)
not later than the occurrence of such Fundamental Change, the
outstanding Pfd. Securities are converted into or exchanged for
shares of convertible preferred stock of an entity succeeding to the
business of Hvide or a subsidiary thereof, which convertible
preferred stock has powers, preferences, and relative,
participating, optional, or other rights, and qualifications,
limitations, and restrictions, substantially similar to those of the
Pfd. Securities. CONVERSION AGENT- Bank of New York, NYC. GUARANTEE-
Hvide Marine Inc. (Hvide) will agree, to the extent set forth, to
pay in full on a subordinated basis the following Guarantee Payments
(except to the extent paid by Hvide Capital Trust (the Trust),
without duplication): (i) any accumulated and unpaid distributions
required to be paid on the Pfd. Securities, to the extent that the
Trust has funds on hand available therefor at such time, (ii) the
redemption price with respect to any Pfd. Securities called for
redemption, to the extent that the Trust has funds on hand available
therefor at such time, or (iii) upon a voluntary or involuntary
dissolution, winding up or liquidation of the Trust (unless 6 1/2%
Conv. Subord. Debs. due June 15, 2012 of Hvide are distributed to
holders of Pfd. Securities), the lesser of (a) the Liquidation
Distribution, to the extent that the Trust has funds on hand
available therefor at such time, and (b) the amount of assets of the
Trust remaining available for distribution to holders of Pfd.
Securities. VOTING POWER- None.
STOCKHOLDERS- Mar. 24, 1997 (of record): Cl. A Com., 65; Cl. B
Com., 9. Mar. 31, 1997, J.E. Hvide and family owned or controlled
38.6% (14,000 Cl. A shs. & 1,769,107 Cl. B shs.) of the voting
power, and Clipper Capital Associates, L.P. and associates 36.5%
(219,850 Cl. A shs. & 1,650,470 Cl. B shs.).
DIVIDENDS- Cl. A & Cl. B Com.: No Cash.
Common stock was split 1.584274-for-1 in Aug., 1996.
DIVIDEND RESTRICTIONS- A credit agreement restricts the payment of
dividends.
STOCK-OFFERING:
CLASS A COMMON OFFERED-
Date Shares Price Comm.
8-8-96......................*7,000,000 $ 12.00 *$ 0.84
1-30-97.....................@4,000,000 24.875 @1.30
*Donaldson, Lufkin & Jenrette Securities Corp., Howard, Weil,
Labouisse, Friedrichs, Inc., et al; up to 1,050,000 more Class A
Com. shs. were available to cover over-allotments.
@Donaldson, Lufkin & Jenrette Securities Corp., Howard, Weil,
Labouisse, Friedrichs Inc., et al. An additional 600,000 shares were
available to cover over-allotments.
TRANSFER AGENT & REGISTRAR- ChaseMellon Shareholder Services,
LLC,NYC.
STOCK PRICE-
LISTED- Cl. A Com., Nasdaq (Symbol HMAR), Aug. 9, 1996:
1997..........36 3/4 14 7/8 1996..........24 1/4 11 |
