SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 1997
HALTER MARINE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-12159 75-2656828
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
13085 Industrial Seaway Road, Gulfport, Mississippi 39503
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (601)896-0029
(Not Applicable)
(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
NEW DIRECTORS. Messrs. Angus H. Cooper, II, Burt H. Keenan
and Daniel J. Mortimer were appointed on April 1, 1997 as members
of the Board of Directors of the Registrant. They succeed the four
officers of Trinity industries, Inc., Messrs. W. Ray Wallace,
Timothy R. Wallace, John T. Sanford and F. Dean Phelps, Jr., who
resigned after the distribution by Trinity Industries, Inc. to its
stockholders on March 31, 1997 of 15,000,000 shares of the
Registrant.
Mr. Cooper, age 55, is Chairman and Chief Executive Officer of
Cooper/T. Smith Corporation, a stevedoring company headquartered in
Mobile, Alabama which operates in 30 ports on the East, Gulf and
West Coasts of the United States, plus operations in Brazil,
Colombia, Mexico and Venezuela. He currently serves on the Board of
Directors of the Federal Reserve Bank of Atlanta, New Orleans
Branch, Whitney National Bank, Coast Guard Foundation, World
Business Council and the Executive Hall of Fame.
Mr. Keenan, age 57, is Chairman and Chief Executive Officer of
Independent Energy Holdings, a London listed United Kingdom
corporation, that develops and markets electricity in the United
Kingdom's deregulated electricity industry. He is a director of
Telescan, a NASDAQ quoted company which conducts an interactive
online information business. From 1969 to 1986, Mr. Keenan was the
Chairman and Chief Executive Officer of Offshore Logistics, Inc.,
a NASDAQ listed marine and aviation oil and gas service company.
Since 1987, he has been associated with Chaffe and Associates,
Inc., an investment banking firm in New Orleans, Louisiana. Under
the Carter and Reagan Administrations, Mr. Keenan was a member of
the National Advisory Council on Oceans and Atmosphere, a United
States Presidential Commission.
Mr. Mortimer, age 49, is President of Gulf Coast Industries,
Inc., a holding company with interests in investments, commercial
and residential real estate, heavy equipment, industrial
development and light manufacturing. He formerly was Chairman and
President of Gulf Coast Fabrication, Inc., a marine construction
company which was acquired in 1994 by a predecessor of Halter
Marine Group, Inc., of which he served as Senior Vice President
until May of 1996. Mr. Mortimer serves on the Boards of many
community and charitable organizations, including the Southern
Development Association, the Gulf Coast Children Museum, Kids
Voting Mississippi and is the current President of the Mississippi
Coast Crime Commission. In 1991, he was appointed by Governor Mabus
as the Governor's Appointee to the Job Training Partnership Act
State Board of Directors. He is active in the Society of Naval
Architects and Marine Engineers, American Welding Society and
American Institute of Steel Construction.
NUMBER OF DIRECTORS. In accordance with Article VI of the
Restated Certificate of Incorporation of the Registrant providing
that the number of directors shall be fixed from time to time
pursuant to a resolution adopted by a majority of the Board of
Directors, the directors unanimously voted at the meeting of the
Board of Directors held on April 2, 1997 to fix the number of
directors at six (6).
CLASSIFICATION OF DIRECTORS. At the meeting of the Board of
Directors held on April 2, 1997, the directors divided themselves
into three classes, in accordance with Article VI of the Restated
Certificate of Incorporation of the Registrant, which provides in
essence that only one class of directors shall be elected each year
at the Annual Meeting of Stockholders. Messrs. John Dane, III and
Daniel J. Mortimer are in the class of 1997, whose terms of office
will expire with the election of directors at the Annual Meeting of
Stockholders in 1997; Messrs. K. W. Lewis and Rick S. Rees are in
the class of 1998, whose terms of office will expire with the
election of directors at the Annual Meeting of Stockholders in
1998; and Messrs. Angus R. Cooper, II and Burt H. Keenan are in the
class of 1999, whose terms of office will expire with the election
of directors at the Annual Meeting of Stockholders in 1999.
ANNUAL MEETING OF STOCKHOLDERS. The Board of Directors has
fixed the time, date and place of the next Annual Meeting of
Stockholders at 10:00 a.m. on July 15, 1997 at the Great Southern
Club, Hancock Bank Building, Gulfport, MS. Future meetings of the
stockholders will be held annually on the fourth Tuesday of July in
each year.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
HALTER MARINE GROUP, INC.
(Registrant)
By: /s/ John Dane, III
John Dane, III
Chairman, President and
Chief Executive Officer
Date: April 11, 1997
