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, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-28732 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 Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. HVIDE MARINE INCORPORATED RETIREMENT PLAN AND TRUST Date: June 28, 2000 By: /s/ GARY C. VAIL Gary C. Vail, Plan Administrator Hvide Marine Incorporated Retirement Plan & Trust Audited Financial Statements and Supplemental Schedules Years ended December 31, 1999 and 1998 Contents Report of Independent Certified Public Accountants........................1 Audited Financial Statements Statements of Net Assets Available for Benefits ..........................2 Statements of Changes in Net Assets Available for Benefits................3 Notes to Financial Statements.............................................4 Supplemental Schedules Schedule G Part III -- Schedule of Nonexempt Transactions.................8 Schedule H, Line 4i--Schedule of Assets Held for Investment Purposes at End of Year................................................9 Report of Independent Certified Public Accountants Compensation Committee Hvide Marine Incorporated Retirement Plan and Trust We have audited the accompanying statements of net assets available for benefits of Hvide Marine Incorporated Retirement Plan and Trust as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes at end of year as of December 31, 1999, and nonexempt transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP Miami, Florida May 25, 2000 Hvide Marine Incorporated Retirement Plan and Trust Statements of Net Assets Available for Benefits December 31 1999 1998 ---------------------------------- Assets Investments, at fair value $34,475,157 $29,776,722 Contributions receivable: Participants 108,422 177,507 Employer 1,356,956 143,851 ---------------------------------- 35,940,535 30,098,080 Liabilities Excess contribution refunds 26,181 - ---------------------------------- Net assets available for benefits $35,914,354 $30,098,080 ================================== See accompanying notes. Hvide Marine Incorporated Retirement Plan and Trust Statements of Changes in Net Assets Available for Benefits Year ended December 31 1999 1998 ------------------------------------ Additions: Investment income: Net appreciation in fair value of investments $ 2,474,312 $ 483,579 Dividends 2,230,120 1,383,263 Participant contributions 2,258,908 2,452,308 Employer contributions 1,743,647 1,612,310 ------------------------------------ Total additions 8,706,987 5,931,460 Deductions: Benefits paid directly to participants (2,890,713) (1,045,307) ------------------------------------ Net increase 5,816,274 4,886,153 Net assets available for benefits at beginning of year 30,098,080 25,211,927 ------------------------------------ Net assets available for benefits at end of year $35,914,354 $30,098,080 ==================================== See accompanying notes. Hvide Marine Incorporated Retirement Plan and Trust Notes to Financial Statements December 31, 1999 1. Summary of Significant Accounting Policies Basis of Presentation The Hvide Marine Incorporated Retirement Plan and Trust's (the Plan) financial statements have been prepared on the accrual basis of accounting. Valuation of Investments Marketable securities are stated at fair value. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the plan year. The fair value of the participation units owned by the Plan in the common trust fund is based on quoted redemption values on the last business day of the plan year. The shares of registered investment companies are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. Administrative Expenses All of the administrative expenses of the Plan may be paid by the Company or the Plan. During 1999 and 1998, the Company paid all of the administrative expenses of the Plan. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Reclassifications Certain amounts in the 1998 financial statements have been reclassified to conform to the 1999 presentation. 2. Description of Plan A complete description of Plan provisions including those relating to contributions, vesting, withdrawals, and distributions is disclosed in the Summary Plan Description and the Plan Document. Copies of these documents are available from Hvide Marine Incorporated's Benefits Department. The following summary should be read in conjunction with the aforementioned documents. Hvide Marine Incorporated Retirement Plan and Trust Notes to Financial Statements (continued) 2. Description of Plan (continued) General The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and covers substantially all employees of Hvide Marine Incorporated (the Company or the Employer). The plan was adopted effective July 1, 1985. Hvide Marine Incorporated and substantially all of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on September 8, 1999. The Bankruptcy Court confirmed the Company's Joint Plan of Reorganization (Reorganization Plan) on December 9, 1999, and the Company emerged from bankruptcy on December 15, 1999. As a result, the common stock in the Plan was converted to warrants as described under the Reorganization Plan. Contributions Participants may contribute up to 12% of pre-tax and up to 1% of after-tax annual compensation up to the current dollar limit set by the Internal Revenue Service. The Company may make a discretionary matching contribution based on the participant's eligibility. The Company may also, at its discretion, make additional contributions based on the participant's compensation. Participants may invest contributions among several investment options that involve investments in money market, bond, investment contract trusts, equity funds, and the Company's common stock. Participant Accounts Each participant's account is credited with the participant's contributions, the appropriate portion of the Employer's contributions and an allocation of Plan earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Participant contributions and related investment income are, at all times, 100% vested and nonforfeitable. Participants become vested in Employer contributions and actual earnings thereon according to the vesting schedule described below. Vesting, Withdrawals and Distributions Vesting in any Employer contributions plus actual earnings thereon is based on years of continuous service. Participants vest in 20% increments in Employer contributions each year until they are 100% vested after five years of continuous service or upon death, disability, or retirement. Withdrawals and distributions are controlled in accordance with the provisions of the Plan. 2. Description of Plan (continued) Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. 3. Investments The fair value of individual investments that represent 5% or more of the Plan's net assets at December 31, 1999 and 1998, is as follows: 1999 1998 ------------------------------------ T. Rowe Price Trust Company: Mutual funds: Equity Income Fund $ 3,942,622 $ 4,357,747 Equity Index 500 Fund 7,071,743 5,899,372 Mid Cap Growth Fund 2,274,368 1,611,672 Science & Technology Fund 4,848,787 1,571,747 Small Cap Value Fund * 2,776,526 Common trust fund: Stable Value Fund Schedule E 10,857,319 10,264,999 * Investment not greater than 5% During the years ended December 31, 1999 and 1998, the Plan's net appreciation (depreciation) in the fair value of investments as determined by quoted market prices was as follows: 1999 1998 -------------------------- Mutual funds $3,093,211 $1,201,388 Common stock Hvide Marine Incorporated (618,899) (717,809) -------------------------- $2,474,312 $ 483,579 ========================== 4. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service dated November 18, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator has indicated it will take the necessary steps, if any, to maintain the Plan's qualified status. 5. Difference Between Financial Statements and Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31 1998 ------------- Net assets available for benefits per the financial statements $30,098,080 Employer contributions receivable (137,344) ------------- Net assets available for benefits per Form 5500 $29,960,736 ============= The following is a reconciliation of contributions per the financial statements to the Form 5500 for the year ended December 31, 1999: Total employer contributions per the financial statements $1,743,647 Employer contributions received at beginning of year 137,344 ---------- Total employer contributions per Form 5500 $1,880,991 ========== Hvide Marine Incorporated Retirement Plan and Trust EIN - 65-0966399 Plan Number - 007 Schedule G Part III--Schedule of Nonexempt Transactions Year ended December 31, 1999 (b) (c) (a) Relationship to Plan, Employer Description to Transactions Including Maturity Date, Rate of Identity of Party Involved or Other Party-in-Interest Interest, Collateral, Par or Maturity Value - ---------------------------------------------------------------------------------------------------------------------------------- Hvide Marine Incorporated Employer On December 15, 1999, 143,595 shares of Hvide Marine Incorporated common stock converted to 1,153 warrants pursuant to the Reorganization Plan. As of December 31, 1999, the warrants had not been valued. The warrants were subsequently sold for proceeds of $940 in March 2000. Columns (d) through (j) are not applicable. Hvide Marine Incorporated Retirement Plan and Trust EIN--65-0966399 Plan--007 Schedule H, Line 4i--Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999 (c) Description of Investment, (b) Including Maturity Date, Rate (e) Identity of Issue, Borrower, of Interest, Collateral, Par, Current (a) Lessor or Similar Party or Maturity Value Value - --------------------------------------------------------------------------------------------------------- * T. Rowe Price Trust Company: Mutual funds: High Yield Fund $ 164,597 Spectrum Income Fund 208,094 Dividend Growth Fund 367,441 Equity Income Fund 3,942,622 Equity Index 500 Fund 7,071,743 International Stock Fund 784,159 Mid Cap Growth Fund 2,274,368 New America Growth Fund 899,848 New Asia Fund 772,055 New Horizons Fund 543,144 Science & Technology Fund 4,848,787 Small Cap Value Fund 1,740,980 Common trust fund: Stable Value Fund Schedule E 10,857,319 ----------- $34,475,157 =========== * Indicates party in-interest Note: Cost information has not been included in column (d) because all investments are participant-directed.