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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): OCTOBER 2, 1997
HALTER MARINE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12159 75-2656828
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
13085 INDUSTRIAL SEAWAY ROAD,
GULFPORT, MISSISSIPPI 39503
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 601/896-0029
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ITEM 5. OTHER EVENTS
On October 2, 1997, Halter Marine Group, Inc. ("Halter") issued a
press release (the "Press Release") announcing its pending acquisition
of three companies that will form the basis of its new Engineered
Products Group. The acquisitions are subject to certain conditions,
including completion of definitive purchase agreements and the
approval of Halter's board of directors. For additional information,
reference is made to the Press Release, a copy of which is attached as
an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 99.10 - Press release of Registrant dated October 2, 1997
-2-
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SIGNATURE
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.
Date: October 7, 1997 By: /s/ Keith L. Voigts
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Keith L. Voigts
Senior Vice President
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EXHIBIT 99.10
PRESS RELEASE
For release: October 2, 1997
Contact: Rick S. Rees, Executive Vice-President
Keith Voigts, Senior Vice-President and CFO
Tel: 601-896-0029
HALTER MARINE GROUP AGREES TO ACQUIRE LEADING DESIGNERS
AND MANUFACTURERS OF CRANES, WINCHES AND MOORING SYSTEMS
GULFPORT, Miss...Halter Marine Group, Inc. (AMEX:HLX) announced today the
pending acquisition of three companies that will form the basis of its new
Engineered Products Group. The companies, AmClyde Engineered Products, Inc. of
St. Paul, Minnesota; Utility Steel Fabrication, Inc. of Slidell, Louisiana; and
Fritz Culver, Inc. of Covington, Louisiana manufacture and market winches,
cranes, mooring systems, jacks, locking devices, windlasses, capstans, tuggers
and other related equipment used in the construction and modification of vessels
and drilling rigs.
The transactions are subject to completing definitive purchase agreements,
and to the approval of Halter's Board of Directors. The combined purchase price
for the companies is approximately $55 million, of which approximately $28
million will be paid in cash and the balance in Halter stock.
In making the announcement, Halter's chairman, president and CEO, John Dane
III, said, "The acquisition of these three companies is consistent with our
previously announced objective to pursue a vertical integration strategy as it
pertains to some of the more critically engineered components used in the
production of vessels and rigs. Due to the current expansion of the energy
industry in the Gulf of Mexico and elsewhere, limited industry production
capacity has extended deliveries and affected pricing for some of these
components."
The acquisition of the business of AmClyde Engineered Products, the
worldwide leading designer of cranes and mooring systems, and Utility Steel
Fabrication, Inc., AmClyde's leading subcontractor for cranes and winches, and
Fritz Culver, Inc., a leading designer and manufacturer of towing winches,
windlasses, tuggers and related equipment,
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will allow Halter to bring more of the manufacturing of critical components used
in building vessels and rigs under its control.
The combination of these companies will also allow Halter to manufacture
most of the components for the rig kits for the Zentech R450 and R530 jackup
drilling rigs. TDI-HALTER, Inc., a subsidiary of Halter specializing in rig
construction and modification, holds the exclusive license to the R450 and R530
designs, as well as the exclusive right to build and sell the rig kits for those
designs.
Halter intends to increase the production capacity of both Utility Steel
Fabrication, Inc. and Fritz Culver, Inc. by making available additional
fabrication space and specialized manufacturing equipment currently available in
Halter's existing facilities.
AmClyde has offices in St. Paul, New Orleans and Houston, and employs
approximately 60 engineers. Dick Juelich, president of AmClyde will become
president of the new Engineered Products Group of Halter. Utility Steel's
president and principal shareholder, Ed Pender, and Fritz Culver, president and
principal shareholder of Fritz Culver, Inc. will continue with their respective
companies and become part of the Halter Engineered Products Group.
The combined companies if reported separately, would have approximately $90
million in annual revenue. The impact on Halter's revenue will be less, as
intercompany sales will be eliminated in the reporting of Halter's consolidated
financial statements.
Halter Marine Group, Inc. includes 20 shipyards in Texas, Louisiana,
Mississippi and Florida. The company specializes in the design, construction,
conversion and repair of a wide variety of vessels and mobile offshore rigs for
energy, commercial, government/military and pleasure boat markets. Shipyards of
Halter Marine Group have built more than 2,000 vessels in the past 40 years.
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