SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-19543 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Hvide Marine Incorporated Retirement Plan and Trust B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office HVIDE MARINE INCORPORATED 2200 Eller Drive, P.O. Box 13038 Ft. Lauderdale, Florida 33316 Telephone: (954) 523-2200 SIGNATURE THE PLAN Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Hvide Marine Incorporated Retirement Plan and Trust /s/ GENE DOUGLAS Gene Douglas HVIDE MARINE INCORPORATED RETIREMENT PLAN AND TRUST INDEX TO FINANCIAL STATEMENTS Report of Independent Certified Public Accountants.........................F-2 Financial Statements: Statement of Changes in Net Assets Available for Plan Benefits, December 31, 1996 and 1995.........................F-3 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1996 and 1995.......F-4 Notes to Financial Statements.....................................F-5 Note - Schedules not filed herewith, are omitted due to the absence of conditions under which they are required. APPENDIX A -- GROUP CLASSIFICATION Exhibit A -- Independent Certified Public Accountants Consent F-1 July 16, 1997 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Plan Administrator, Hvide Marine Incorporated Retirement Plan and Trust We have been engaged to audit the financial statements of the Hvide Marine Incorporated Retirement Plan and Trust ("The Plan") as of December 31, 1996 and 1995, and for the years then ended, listed in the accompanying index (page F-1). These financial statements are the responsibility of management. As permitted by Section 29 CFR 2520.103-8 of the Department of Labor Rules and Regulations for Reporting and Disclosure Under the Employee Retirement Income Security Act of 1974, the Plan Administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the information certified by T. Rowe Price Retirement Plan Services, Inc., the Trustees of the Plan, except for comparing such information to the related information included in the financial statements. We have been informed by the Plan Administrator that the trustees or their designees holds the Plan's investment assets and executes transactions therein. The Plan Administrator has obtained a certification from the Trustees that the information provided to the Plan Administrator is complete and accurate. Because of the significance of the information that we did not audit, the scope of our work was not sufficient to enable us to express and we do not express an opinion on the accompanying financial statements, referred to above. The form and content of the information included in the financial statements, other than that derived from the information certified by the Trustees, have been examined by us and, in our opinion, are presented in compliance with the Department of Labor Rules and Regulations for Reporting and Disclosure Under the Employee Retirement Income Security Act of 1974. Kelly & Kelly, C.P.A.'s, P.A. F-2 HVIDE MARINE INCORPORATED RETIREMENT PLAN AND TRUST STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1996 AND 1995 1996 1995 -------------- --------- ASSETS Cash Equivalents....................................................... $ $ 4,014,664 Contribution Receivable - Employer..................................... 1,152,653 1,028,685 Contribution Receivable - Employee..................................... 61,984 43,904 Other Receivables...................................................... 3,324 Investments at Fair Value: Pooled Common/Collective Trusts...................................... 8,349,411 7,097,872 Registered Investment Companies...................................... 10,476,784 4,192,388 -------------- -------------- Total..................................................................... $ 20,040,832 $ 16,380,837 LIABILITIES Death Benefit Payable.................................................. None $ 74,728 -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS......................................... $ 20,040,832 $ 16,306,109 ============== ============== See Notes to Financial Statements F-3 HVIDE MARINE INCORPORATED RETIREMENT PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 1996 1995 -------------- --------- Additions to Net Assets Attributed to: Investment Income Common/Collective Trusts............................................. $ 597,766 $ 504,266 Registered Investments Companies..................................... 1,442,571 1,079,423 Reimbursed Fees...................................................... 27,000 -------------- -------------- TOTAL....................................................... 2,040,337 1,610,689 -------------- -------------- Contributions Employer............................................................. 1,145,033 1,038,058 Employee............................................................. 1,512,057 1,135,562 -------------- -------------- TOTAL....................................................... 2,657,090 2,173,620 -------------- -------------- TOTAL ADDITIONS.................................................. $ 4,697,427 $ 3,784,309 ============== ============== Deductions from Net Assets Attributed to: Payment to Beneficiaries............................................... $ 962,704 $ 664,397 Expenses ............................................................ 36,177 -------------- -------------- TOTAL DEDUCTIONS................................................. $ 962,704 $ 700,574 ============== ============== NET INCOME Net Assets Available for Plan Benefits Beginning of Year...................................................... $ 16,306,109 $ 13,222,374 -------------- -------------- End of Year............................................................ $ 20,040,832 $ 16,306,109 ============== ============== F-4 HVIDE MARINE INCORPORATED RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN The following brief description of the Hvide Marine, Incorporated Retirement Plan and Trust ("The Plan") is provided for general information purposes only. Participants should refer to the Summary Plan Description for more complete formation. General - The Plan is a defined contribution pension plan. Sponsor has applied for, and received, a determination that the Plan qualifies as a tax-exempt plan and trust under Sections 401 and 501 of the Internal Revenue Code (the "IRC"). The Plan Sponsor has made certain elections relating to employee contributions and voluntary salary reductions under Section 401 of the IRC. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Pension Benefits - The Plan is designed to provide retirement benefits, based on compensation and length of service, to members who attain normal retirement age. All employees become eligible to participate in the plan at the earlier of (1) the completion of one year of continuous service or, (2) attainment of full time, regular employee status. Participants are immediately vested in their pre-tax and after-tax contributions plus actual earnings thereon. Vesting in the remainder of their accounts is based on years of vesting service (1,000 hours during the calendar year or, for maritime employees 125 days of service during the calendar year). A Participant becomes vested as to the employer's contribution according to the following schedules: YEAR OF SERVICE PERCENTAGE 1 20% 2 40% 3 60% 4 80% 5 100% Each year, the Plan Sponsor will contribute to the Plan the amount of each employee's pre-tax contribution and after-tax contribution, if any. The Plan Sponsor also may elect each year to make discretionary additional contributions to the Plan, as either matching or profit sharing contributions. If the Plan Sponsor elects to make a matching or profit sharing contribution, it will be in the percentages of eligible participants' Gross Pay or Base Pay, as provided in the following table. As of December 31, 1996, the maximum amount of any participant's pre-tax or after-tax contribution and the percentage of the discretionary matching or profit sharing contribution depend on the participant's "group" classification and his or her Gross Pay or Base Pay and are as follows: F-5 MAXIMUM AFTER- MATCHING FORMULA/MAX. PROFIT SHARING EMPLOYEE GROUP #MAX. ELECTIVE TAX CONTRIBUTION PAY MATCHED CONTRIBUTION A 1 12% Gross Pay 1% Gross Pay N/A 7% Gross Pay B 2 12% Gross Pay 1% Gross Pay N/A 7% Gross Pay C 3 12% Gross Pay 1% Gross Pay $1/$1 up to 6% Gross Pay N/A D 4 12% Gross Pay 1% Gross Pay $1/$1 up to 4% Gross Pay N/A E 5 12% Gross Pay 1% Gross Pay $1/$1 up to 7% Gross Pay N/A F 6 12% Gross Pay 1% Gross Pay N/A 9% Gross Pay G 7 12% Gross Pay 1% Gross Pay $1/$1 up to 8% Gross Pay N/A H 8 12% Base Pay 1% Base Pay N/A 9% Base Pay I 9 12% Base Pay 1% Base Pay $1/$1 up to 6% Base Pay N/A J 10 12% Gross Pay 1% Base Pay $1/$1 up to 4% Base Pay N/A The Group Numbers to which employees are assigned are as provided in Appendix A (Attached) Participant Accounts - Each participant's account is credited with the participant's contribution and all allocations of the Plan Sponsor's contribution and Plan earnings. Forfeitures are used to reduce Plan Sponsor contributions for the year during which the forfeiture occurred. Participants direct investment of their account balances. Participants' accounts are credited with earnings or losses based on their directed investments. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Payment of Benefits - At termination of employment, a participant may elect to receive either a lump sum amount equal to the value of his or her account, or annual installments over a certain period. A participant also may direct that the Plan distribute his or her account to another employers qualified plan or an individual retirement account (except the non-taxable portion). Account balances of $3,500 or less will be paid in a lump sum following termination of employment. Plan Termination - Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. Plan assets do not include insurance or investment contracts. All employer contributions are in cash, there are no recapture party transactions. All investments are participant directed, and allocated among the following: F-6 COST VALUE TRP STABLE VALUE FUND.................................... $ 8,349,411 $ 8,349,411 INTERNATIONAL STOCK FUND................................. 503,333 530,782 NEW ASIA FUND............................................ 156,832 159,703 NEW HORIZON FUND......................................... 805,493 762,073 SMALL-CAP VALUE FUND..................................... 2,157,363 2,426,652 EQUITY INDEX FUND........................................ 1,947,384 2,226,201 HIGH YIELD FUND.......................................... 19,297 19,680 NEW AMERICA GROWTH FUND.................................. 412,024 398,351 SCIENCE & TECHNOLOGY FUND................................ 728,735 683,190 MID CAP GROWTH........................................... 678,553 711,027 EQUITY INCOME FUND....................................... 2,304,280 2,507,123 SPECTRUM INCOME FUND..................................... 51,807 52,002 2. SUMMARY OF ACCOUNTING POLICIES The following are the significant accounting policies followed by the Plan: Basis of Accounting - The Plan has prepared its financial statements on the accrual basis of accounting. Valuation of Investments - Quoted Market prices and Fair Value Reporting are used to value investments. All non elective contributions are made by the Plan Sponsor within the time prescribed by law, including extensions for filing the Federal Income Tax Return for the year. The employee elective and voluntary contributions arising from payroll deductions are paid no later than the end of the succeeding month following such payroll deductions. The contributions for 1996 met the funding requirements of ERISA. 3. FAIR VALUE OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards No. 107 "Disclosures About Fair Value of Financial Instruments" requires disclosure of estimated fair values of financial instruments. The estimated fair values of the Plan's assets are recognized in the financial statements. 4. SIGNIFICANT TRANSACTIONS Transactions on series of transactions in excess of five percent of the current value of Plans assets are as follows: F-7 PURCHASE SELLING COST OF CURRENT NET GAIN/ DESCRIPTION PRICE PRICE ASSET VALUE LOSS High Yield Fund...................... 20,310 20,311 20,311 High Yield Fund...................... (1,014) (1,032) (1,014) (1,032) 18 Spectrum Income Fund................. 92,193 92,193 92,193 Spectrum Income Fund................. (40,385) (40,168) (40,385) (40,168) (217) Starele Value Fund................... 2,855,674 2,855,674 2,855,674 Starele Value Fund................... 4,531,373 4,531,373 4,531,373 4,531,373 International Stock Fund............. 693,932 693,932 693,932 International Stock Fund............. (190,888) (195,836) (190,888) (195,836) 4,948 New Asia Fund........................ 248,523 248,523 248,523 New Asia Fund........................ (91,691) (87,152) (91,691) (87,152) (4,539) New Horizon Fund..................... 871,491 871,491 871,491 New Horizon Fund..................... (66,088) (68,142) (66,088) (68,142) 2,054 Small Cap Fund....................... 2,637,156 2,637,156 2,637,156 Small Cap Fund....................... (484,652) (542,025) (484,652) (542,025) 57,373 Equity Index Fund.................... 2,571,926 2,571,926 2,571,926 Equity Index Fund.................... (627,594) (668,848) (627,594) (668,848) 41,254 New America Growth Fund.............. 412,143 412,143 412,143 New America Growth Fund.............. (119) (128) (119) (128) 9 Science Technology Fund.............. 850,383 850,383 850,383 Science Technology Fund.............. (121,647) (120,222) (121,647) (120,222) (1,425) Mid Cap Growth....................... 725,178 725,178 725,178 Mid Cap Growth....................... (46,625) (47,173) (46,625) (47,173) 548 Equity Index Fund.................... 2,840,613 2,840,613 2,840,613 Equity Index Fund.................... (539,705) (558,700) (539,705) (558,700) 18,995 5. The Financial Statements are in agreement with Form 5500. F-8 GROUP CLASSIFICATION - APPENDIX A "Group A Employees" are Employees who are based shoreside and includes all Employees who provide administrative services for the Employer other than those Employees described as "Group Five Employees," below. "Group B Employees" are Employees who are crewmembers of tugboats, further categorized as follows: Employees who perform services for Port Everglades Towing and who were hired before August 15, 1995. Employees who perform services for Mobil Bay Towing and who were hired before December 1, 1995. Employees who perform services for Port Canaveral Towing and who were hired before December 1, 1995. "Group C Employees" are Employees who are crewmembers of tugboats, further categorized as follows: Employees who perform services for Port Everglades Towing and who were hired on or after August 15, 1995. Employees who perform services for Mobile Bay Towing and who were hired on or after December 1, 1995. Employees who perform services for Port Canaveral Towing and who were hired on or after December 1, 1995. "Group D Employees" are Employees who perform services offshore for Sun State Marine Services, Inc. and Seabulk Offshore, Ltd. and who are referred to as "offshore" Employees. "Group E Employees" are Employees who perform services on shore for Sun State Marine Services, Inc., Seabulk Offshore, Ltd., Seabulk Offshore International and Ocean Specialty Tankers Corp., who are referred to as "administrative" Employees. "Group F Employees" are Employees who are licensed officers and members of Seabulk Officer's Association who perform services offshore on tankers and who were hired in 1994 and earlier. "Group G Employees" are Employees who are licensed officers and members of Seabulk Officer' Association who perform services offshore on tankers and who were hired in 1995 or later. "Group H Employees" are Employees who are unlicensed personnel and members of Seabulk Seaman's Association who perform services. F-9 Exhibit A Letterhead of Kelly & Kelly CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement No. 333-19543 on Form S-8 of Hvide Marine Incorporated of our report dated July 16, 1997 appearing in this Annual Report on Form 11-K of the Hvide Marine Incorporated Retirement Plan and Trust for the year ended December 31, 1996. Kelly & Kelly, CPAs PA Ft. Laudderdale, FL August 26, 1997