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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________________
HALTER MARINE GROUP, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 13085 INDUSTRIAL SEAWAY ROAD 75-2656828
(State or other jurisdiction of GULFPORT, MISSISSIPPI 39503 (I.R.S. Employer
incorporation or organization) (601) 896-0029 Identification No.)
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
___________________
JOHN DANE III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HALTER MARINE GROUP, INC.
13085 INDUSTRIAL SEAWAY ROAD
GULFPORT, MISSISSIPPI 39503
(601) 896-0029
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________
Copies of all communications, including all communications to the agent for
service, should be sent to:
MAUREEN O'CONNOR SULLIVAN R. JAY TABOR
VICE PRESIDENT AND GENERAL COUNSEL BAKER & BOTTS, L.L.P.
HALTER MARINE GROUP, INC. 2001 ROSS AVENUE
13085 INDUSTRIAL SEAWAY ROAD SUITE 700
GULFPORT, MISSISSIPPI 39503 DALLAS, TEXAS 75201
(601) 896-0029 (214) 953-6500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [x]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount to maximum offering maximum aggregate Amount of
Title of each class of securities to be registered be registered(1) price per share(2) offering price(2) Registration fee
<S> <C> <C> <C> <C>
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Common Stock, par value $0.01 per share............ 835,484 $34.87 $29,133,327 $8,828 (3)
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Preferred Stock Purchase Rights (4) 835,484 -- -- --
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(1) This Registration Statement shall also cover any additional shares of
Common Stock that become issuable in connection with the shares registered
hereby by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration
that results in an increase in the number of the Company's outstanding
shares of Common Stock.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based on a price of $34.87 per share (as
adjusted to give effect to the three-for-two stock split effected pursuant
to a stock dividend, which was effective on October 31, 1997 and which will
be reflected in the price of the Common Stock as of November 3, 1997),
which was the average of the high and low sales prices reported on the
American Stock Exchange on October 31, 1997. (3) Such registration fee was
paid in its entirety by the registrant in connection with the filing of the
registrant's Registration Statement on Form S-1, Registration No. 333-6967,
as filed on June 27, 1996. (4) No additional fee is payable in respect of
the Preferred Stock Purchase Rights associated with shares of Common Stock.
___________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED NOVEMBER 3, 1997
PROSPECTUS
HALTER MARINE GROUP, INC.
835,484 Shares of Common Stock
This Prospectus relates to the offering by certain stockholders (the
"Selling Stockholders") of up to an aggregate of 835,484 shares (the "Shares")
of the common stock, $.01 par value per share (the "Common Stock"), of Halter
Marine Group, Inc., a Delaware corporation ("Halter" or the "Company"). The
Selling Stockholders are acquiring the shares in private transactions in
connection with the Company's acquisition of (i) AmClyde Engineered Products,
Inc. ("AmClyde") pursuant to an asset acquisition (the "AmClyde Acquisition")
and (ii) Utility Steel Fabrication, Inc. ("Utility Steel") pursuant to a merger
with a wholly owned subsidiary of the Company (the "Utility Steel Acquisition").
The Company is registering the Shares in accordance with certain registration
rights granted by the Company to the Selling Stockholders. See "Selling
Stockholders."
The Selling Stockholders may from time to time sell the Shares offered
hereby to or through one or more underwriters, directly to other purchasers or
through agents in ordinary brokerage transactions, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale, prices related to
then prevailing market prices or at negotiated prices. See "Plan of
Distribution." The distribution of the Shares is not subject to any underwriting
agreement. The Company will not receive any of the proceeds from the sale of any
of the Shares offered by the Selling Stockholders hereunder. All expenses of
registration incurred in connection with this offering are being borne by the
Company, but all selling and other expenses incurred by the Selling Stockholders
will be borne by such Selling Stockholders. None of the Shares offered pursuant
to this Prospectus have been registered prior to the filing of the Registration
Statement of which this Prospectus is a part.
Certain persons who sell Shares covered by this Prospectus, and such
broker-dealers, underwriters or agents who participate with the Selling
Stockholders in the distribution of the Shares may be deemed to be underwriters
under the Securities Act of 1933, as amended (the "Securities Act") with respect
to the sale of such Shares.
The Company's Common Stock is traded on the American Stock Exchange (the
"AMEX") under the symbol "HLX." On October 31, 1997, the closing sale price of
the Common Stock on the AMEX was $52 5/16 per share. Such closing price does not
reflect the effect of a three-for-two stock split effected pursuant to a stock
dividend (the "Stock Split") declared by the Board of Directors of the Company
on September 29, 1997, to the holders of record of Common Stock as of October
15, 1997. The Stock Split was effective on October 31, 1997 and will be
reflected in the price of the Common Stock as of November 3, 1997.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK
OFFERED HEREBY.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
________________________
The date of this Prospectus is __________, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy and information statements and other information filed by the
Company with the Commission can be inspected and copied at the Public Reference
Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located at
Seven World Trade Center, 13th Floor, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
be obtained from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such reports, proxy and information statements and other information can
also be inspected at the offices of the American Stock Exchange, Inc., 86
Trinity Place, New York, New York 10016. The Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants (including the Company) that file electronically with the
Commission. The address of the Commission's Web site is http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the Shares offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information pertaining
to the Shares and the Company, reference is made to the Registration Statement.
Statements contained herein concerning the provisions of any document are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference. Copies of the Registration Statement and the exhibits may be
inspected, without charge, at the offices of the Commission, or obtained at
prescribed rates from the Public Reference Section of the Commission at the
address set forth above.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS: ALL STATEMENTS OTHER
THAN STATEMENTS OF HISTORICAL FACT CONTAINED IN THIS PROSPECTUS ARE FORWARD-
LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS IN THIS PROSPECTUS GENERALLY ARE
ACCOMPANIED BY WORDS SUCH AS "ANTICIPATE," "BELIEVE," "ESTIMATE" OR "EXPECT" OR
SIMILAR STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS
REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, NO ASSURANCE CAN BE
GIVEN THAT SUCH EXPECTATIONS WILL PROVE CORRECT. FACTORS THAT COULD CAUSE THE
COMPANY'S RESULTS TO DIFFER MATERIALLY FROM THE RESULTS DISCUSSED IN SUCH
FORWARD-LOOKING STATEMENTS ARE DISCLOSED IN THIS PROSPECTUS, INCLUDING WITHOUT
LIMITATION IN CONJUNCTION WITH THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS
PROSPECTUS AND UNDER "RISK FACTORS." ALL FORWARD-LOOKING STATEMENTS IN THIS
PROSPECTUS ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY
STATEMENTS IN THIS PARAGRAPH.
1
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INCORPORATION OF DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON
REQUEST FROM THE COMPANY'S GENERAL COUNSEL, 13085 INDUSTRIAL SEAWAY ROAD,
GULFPORT, MISSISSIPPI 39503 WHOSE TELEPHONE NUMBER IS (601) 896-0029.
The following documents filed with the SEC (File No. 1-12159) are
incorporated by reference into this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997;
2. The Company's Annual Report on Form 10-K/A for the fiscal year
ended March 31, 1997;
3. The Company's Current Report on Form 8-K/A filed July 31, 1997;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997;
5. The Company's Current Report on Form 8-K filed August 27, 1997;
6. The Company's Current Report on Form 8-K filed September 10,
1997;
7. The Company's Current Report on Form 8-K filed September 16,
1997;
8. The Company's Current Report on Form 8-K filed September 30,
1997;
9. The Company's Current Report on Form 8-K filed October 7, 1997;
10. The Company's Current Report on Form 8-K/A filed October 21,
1997;
11. The description of the Company's Common Stock contained in Item 1
of the Registration Statement on Form 8-A/A filed with the
Commission on September 25, 1996, including any amendment or
report filed for the purpose of updating such description filed
with the Commission pursuant to Section 13 of the Exchange Act.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and shall be a part hereof from the date of filing of such documents.
Any statement contained in this Prospectus or in documents
incorporated by reference or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus, or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus except as so modified or superseded.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a Prospectus is delivered, upon
written or oral request of any such person, a copy of any or all of the
documents incorporated by reference herein, other than exhibits to such
documents not specifically incorporated by reference. Requests for such copies
should be directed to the Company's General Counsel, 13085 Industrial Seaway
Road, Gulfport, Mississippi 39503 whose telephone number is (601) 896-0029.
2
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THE COMPANY
The Company is a leading provider of new construction, modification
and repair services for ocean-going vessels and mobile offshore rigs used for
oil and gas drilling and production and offshore construction. The Company is
the seventh largest shipbuilder, and largest builder of small to medium sized
ocean-going ships and barges and inland tow boats, in the United States. The
Company, which has built more than 2,000 vessels in the past 40 years,
specializes in the construction, repair and conversion of a wide variety of
vessels for the commercial and governmental markets. The Company has recently
entered the construction, modification and repair market for mobile offshore
rigs as a result of its acquisition of Texas Drydock, Inc. ("TDI"), which was
completed in May 1997.
The Company has 20 shipyards (including one that is idle but that is
scheduled to be reopened) which are strategically located along the Gulf Coast
from Texas to Florida. The Company's multiple shipyards employ advanced
manufacturing techniques, including modular construction and zone outfitting
methods, and provide the Company significant flexibility and efficiency in
manufacturing a wide variety of vessels. The Company believes that these
factors, together with its large and experienced engineering team and work
force, make the Company one of the most versatile and cost-efficient
shipbuilders in the United States.
Prior to September 1996, the Company was a wholly owned subsidiary of
Trinity Industries, Inc. ("Trinity"). On September 26, 1996, the Company
completed an initial public offering (the "IPO") of Common Stock pursuant to
which approximately 18.7% of the Common Stock, after the exercise of the
underwriters' overallotment option, was sold to the public. On March 31, 1997,
Trinity distributed to its stockholders, in a tax-free transaction (the "Trinity
Distribution"), all of the Common Stock held by Trinity (approximately 81.3% of
the Common Stock). In connection with the IPO and the Trinity Distribution
(collectively, the "Separation from Trinity"), the Company and Trinity entered
into various agreements for the purpose of establishing the terms governing
their on-going arrangements and relationships after the IPO.
The Company's corporate offices are located at 13085 Industrial Seaway
Road, Gulfport, Mississippi 39503, and its telephone number at such offices is
(601) 896-0029.
3
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RISK FACTORS
Prospective investors should carefully consider and evaluate the
following factors, together with the information and financial data set forth
elsewhere in this Prospectus, before making an investment in the Shares.
RISKS ASSOCIATED WITH LEVERAGE
The Company's recent acquisitions have significantly increased the
Company's leverage. At September 30, 1997, the Company had (i) total long-term
indebtedness of $188.7 million, (ii) stockholders' equity of $106.5 million and
(iii) available borrowing capacity of approximately $127 million (subject to
customary borrowing conditions) under the Company's prior senior credit facility
(the "Old Credit Facility"). The Old Credit Facility was replaced by a new
credit facility (the "New Credit Facility") as of October 31, 1997, which
provides for borrowings of up to $150 million. The degree to which the Company
is leveraged could have important consequences, including (i) the ability of the
Company to obtain any necessary financing in the future for working capital,
capital expenditures, debt service requirements or other purposes may be
limited; (ii) a substantial portion of the Company's cash flows from operations
must be dedicated to the payment of the principal and interest on its
indebtedness and will not be available for other purposes; (iii) the Company's
level of indebtedness could limit its flexibility in planning for, or reacting
to, changes in its business or in economic conditions; and (iv) the Company's
level of indebtedness will make it more vulnerable in the event of a downturn in
its business.
The Company's ability to satisfy its debt obligations, including the
$185,000,000 of 4 1/2% Convertible Subordinated Notes due 2004 (the "Notes")
initially sold by the Company on September 16, 1997, will depend upon its future
operating performance, which will be affected by prevailing economic conditions
and financial, business and other factors, certain of which are beyond its
control, as well as the availability of revolving credit borrowings under the
New Credit Facility. The Company anticipates that its net cash provided by
operating activities, together with the balance of the net proceeds from the
sale by the Company of the Notes, funds available under the New Credit Facility
and the potential issuance of industrial revenue bonds, will be sufficient to
meet its operating expenses, and working capital, capital expenditures and debt
service requirements, through at least fiscal 1999. However, if the Company is
unable to service its debt, it will be forced to pursue one or more alternative
strategies such as selling assets, curtailing any expansion, restructuring or
refinancing its indebtedness or seeking additional equity capital. There can be
no assurance that any of these strategies could be effected on terms
satisfactory to the Company, if at all.
DEPENDENCE ON CONDITIONS IN THE OFFSHORE OIL AND GAS DRILLING INDUSTRY
A significant portion of the Company's current contracts relate to the
construction of offshore support vessels and the construction, repair and
conversion of mobile offshore rigs. Customer demand for offshore support vessels
and mobile offshore rigs is dependent on, among other things, the level of
activity in offshore oil and gas exploration, development and production,
particularly in the Gulf of Mexico where many of the offshore support vessels
manufactured by the Company and the substantial majority of the mobile offshore
rigs modified or repaired by the Company have been put into service. The level
of activity in offshore oil and gas exploration, development and production is
affected by such factors as prevailing oil and gas prices, expectations about
future prices, the cost of exploring for, producing and delivering oil and gas,
the sale and expiration dates of available offshore leases, the discovery rate
of new oil and gas reserves in offshore areas, local and international political
and economic conditions, technological advances and the ability of oil and gas
companies to generate or otherwise obtain funds for capital expenditures.
Although the Company believes there will be an increase in demand for offshore
support vessels and mobile offshore rigs, the Company cannot predict future
levels of activity in offshore oil and gas exploration, development and
production.
RISKS ASSOCIATED WITH CONTRACTUAL PRICING IN THE SHIPBUILDING AND MOBILE
OFFSHORE RIG INDUSTRY
Most of the contracts entered into by the Company, whether commercial
or governmental, are fixed-price contracts under which the Company retains all
cost savings on completed contracts but is also liable for the full amount of
all cost overruns. The Company attempts to cover anticipated increased costs of
labor and materials through an estimation of such costs, which is reflected in
the original price. Despite these attempts, however, the revenue, cost and gross
profit realized on a fixed-price contract will often vary from the estimated
amounts because of many factors, including changes in job conditions and
variations in labor and equipment productivity over the term of the contract.
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These variations and the risks generally inherent in the shipbuilding and mobile
offshore rig industry may result in gross profits realized by the Company being
different from those originally estimated and may result in the Company
experiencing reduced profitability or losses on projects. Depending on the size
of the project, these variations from estimated contract performance could have
a significant effect on the Company's operating results for any particular
fiscal quarter or year.
Many of the Company's contracts contain provisions requiring the
payment by the Company of liquidated damages in the event that the Company fails
to meet specified performance deadlines. There can be no assurance that the
Company will not be required to make payments to customers under such liquidated
damages provisions or that the requirement to make such payments will not have a
material adverse effect on the Company's operating results.
In addition, the Company uses the percentage of completion method to
account for its contracts in process. Under this method, revenue from
construction contracts are measured by the percentage of labor hours incurred as
compared to estimated total labor hours for each contract. The timing of
recognition of revenue and expenses for financial reporting purposes may differ
materially from the timing of actual cash flows from contract payments received
and expenses paid. Provisions for estimated losses on uncompleted contracts are
made in the period in which such losses are determined. To the extent that such
provisions result in a loss or a reduction or elimination of previously reported
profits with respect to a project, the Company would recognize a charge against
current earnings, which could be material.
DEPENDENCE ON MANAGEMENT
The Company believes that its success to date is attributable to, and
its future performance will depend to a significant extent upon, the efforts and
abilities of John Dane III, the Company's Chairman, President and Chief
Executive Officer and its other current executive officers. The Company does not
have employment agreements with any of its executive officers. However, John
Dane III has entered into a noncompetition agreement with the Company. The loss
of the services of one or more of the Company's executive officers could have a
material adverse effect on the Company.
LIMITATION ON AVAILABILITY OF TRAINED SHIPYARD WORKERS
Shipyards located in certain portions of southern Louisiana, including
the Company's Lockport, Louisiana facility, are experiencing severe shortages of
skilled shipyard labor as a result of recent labor demands brought about by
increases in offshore drilling activities, the construction of offshore drilling
rigs and crewing of offshore vessels. This labor shortage has resulted in
increased costs of labor, and limitations on production capacity, for shipyards
in such portions of southern Louisiana, including the Company's Lockport
facility. While the Company's other shipyards are not currently experiencing
severe labor shortages, these shipyards are faced with limitations on the
availability of skilled labor that could limit the Company's ability to increase
production to the extent the Company might otherwise desire. No assurances can
be given regarding whether severe shortages will be experienced at these
shipyards in the future.
MATTERS RELATING TO SEPARATION FROM TRINITY
Prior to the IPO, which was completed on September 26, 1996, the
Company operated as a wholly owned subsidiary of Trinity and from time to time
relied upon Trinity to provide credit and other financial support, services and
assistance. As a result, the Company has a limited independent operating
history. In addition, in connection with the Separation from Trinity, the
Company entered into various agreements with Trinity for the purpose of
establishing the terms governing their on-going arrangements and relationships.
The terms of such agreements were negotiated between affiliated parties, do not
reflect arms'-length dealings and may not be as favorable to the Company as
terms that would be available in similar agreements with unrelated third
parties. Such agreements provide, among other things, for certain prohibitions
on the ability of the Company to compete in Trinity's businesses.
Trinity obtained a private letter ruling from the Internal Revenue
Service (the "IRS") to the effect that the Trinity Distribution would be treated
as a tax-free transaction. The agreements entered into between the Company and
Trinity in connection with the Separation from Trinity provide that the Company
will not take actions which could jeopardize the tax-free status of the Trinity
Distribution and that the Company will indemnify Trinity for any damages
resulting from actions by the Company that have the effect of destroying the
tax-free status of the Trinity Distribution.
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If the tax-free status of the Trinity Distribution were destroyed as a result of
actions taken by the Company, such indemnification obligation would have a
material adverse effect on the Company.
HIGHLY COMPETITIVE INDUSTRY
The shipbuilding and mobile offshore rig industry is highly
competitive. During the 1990's, the U.S. shipbuilding industry has been
characterized by substantial excess capacity because of the significant decline
in U.S. Navy shipbuilding spending and the difficulties experienced by U.S.
shipbuilders in competing successfully for international commercial projects
against foreign shipyards, many of which are heavily subsidized by their
governments. As a result of these factors, competition by U.S. shipbuilders for
domestic commercial projects has increased significantly. Such increased
competition has resulted in substantial pressure on pricing and profit margins.
Contracts for the construction of vessels, and for the construction,
conversion and repair of mobile offshore rigs, are usually awarded on a
competitive bid basis. Although the Company believes customers consider, among
other things, the availability and technical capabilities of equipment and
personnel, efficiency, condition of equipment, safety record and reputation,
price competition is currently a primary factor in determining which qualified
bidder is awarded a contract.
Private U.S. shipbuilders generally fall into two categories: (i) the
six largest shipbuilders capable of building large scale vessels for the U.S.
Navy and (ii) other shipyards that build small to medium sized vessels for
governmental and commercial markets. Each of the six largest shipbuilders is
substantially larger than the Company. The Company does not compete for U.S.
Navy large vessel construction projects. The Company competes for U.S.
government shipbuilding contracts on small to medium sized vessels principally
with approximately six to 12 U.S. shipbuilders, which may include one or more of
the six largest shipbuilders. The Company competes for domestic commercial
shipbuilding contracts principally with approximately ten to 15 U.S.
shipbuilders. The number and identity of competitors on particular projects vary
greatly, depending on the type of vessel and size of project. The Company
competes for mobile offshore rig construction, conversion and repair contracts
principally with two major U.S. competitors.
In connection with the Separation from Trinity, the Company entered
into an agreement with Trinity that prohibits the Company, for a period of four
years after completion of the IPO (which period will be extended under certain
circumstances), from engaging in any and all businesses and operations conducted
prior to the date of the IPO by Trinity or any of its subsidiaries other than
the Company Businesses (as defined herein), which include the construction and
repair of inland hopper barges and inland tank barges. Under the terms of this
agreement, the four-year noncompetition period is extended for a period of time
equal to any period during which the Company is constructing inland hopper
barges under an arrangement with Trinity. Under special arrangements with
Trinity, the Company has built a limited number of such vessels. Revenue related
to this business were $13.3 million, $26.2 million and $19.9 million for fiscal
years 1995, 1996 and 1997, respectively. Because the Company has continuously
been constructing such barges under an arrangement with Trinity since the IPO,
the four-year noncompetition period has not yet begun to run. "Company
Businesses" means the business and operations conducted prior to the date of the
IPO by Trinity and certain of its subsidiaries that consist of (i) the
construction, repair and conversion of ocean-going and inland vessels (other
than inland hopper barges and inland tank barges and the construction of
accessories for such barges) and (ii) the production of any component of or
accessory to any ocean-going or inland vessel being constructed by the Company
or any of its subsidiaries.
OPERATING RISKS
The Company's activities involve the fabrication and refurbishment of
large steel structures, the operation of cranes and other heavy machinery and
other operating hazards that can cause personal injury or loss of life, severe
damage to and destruction of property and equipment and suspension of
operations. The failure of the structure of a vessel or mobile offshore rig
after it leaves the Company's shipyard can result in similar injuries and
damages. Litigation arising from any such occurrences may result in the Company
being named as a defendant in lawsuits asserting large claims. In addition, due
to their proximity to the Gulf of Mexico, the Company's facilities are subject
to the possibility of physical damage caused by hurricanes or flooding. Although
the Company maintains such insurance protection as it considers economically
prudent, there can be no assurance that any such insurance will be
6
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sufficient or effective under all circumstances or against all hazards to which
the Company may be subject. A successful claim for which the Company is not
fully insured could have a material adverse effect on the Company.
LEGISLATIVE PROPOSALS TO MODIFY PROVISIONS OF JONES ACT
Pursuant to the requirements of the Merchant Marine Act of 1920 (the
"Jones Act"), all vessels transporting products between U.S. ports must be
constructed in U.S. shipyards, owned and crewed by U.S. citizens and registered
under U.S. law. Many customers elect to have vessels constructed at U.S.
shipyards, even if such vessels are intended for international use, in order to
maintain flexibility to use such vessels in the U.S. coastwise trade in the
future. The Company believes that substantially all of its revenue from U.S.
commercial shipbuilding contracts (which represented 41.1% of the Company's
total revenue for fiscal 1997) results from the sale of vessels capable of being
used for U.S. coastwise trade. In 1997, proposed legislation was introduced in
Congress to modify the provisions of the Jones Act to eliminate the requirement
that ships be constructed in the United States for U.S. coastwise trade. Similar
bills seeking to rescind or substantially modify the Jones Act and eliminate or
adversely affect the competitive advantages it affords to U.S. shipbuilders have
been introduced in Congress from time to time and are expected to be introduced
in the future. Although management believes it is unlikely that the Jones Act
requirements will be rescinded or materially modified in the foreseeable future,
there can be no assurance that this will not occur. Many foreign shipyards are
heavily subsidized by their governments and, as a result, there can be no
assurance that the Company would be able to effectively compete with such
shipyards if they were permitted to construct vessels for use in the U.S.
coastwise trade. The repeal of the Jones Act, or any amendment of the Jones Act
that would eliminate or adversely affect the competitive advantages provided to
U.S. shipbuilders, could have a material adverse effect on the Company's
business, financial condition and results of operations.
DEPENDENCE ON GOVERNMENT CONTRACTS
The Company builds vessels for the U.S. Navy, foreign nations and
state and local governments. Revenue derived from government customers accounted
for approximately 53% of the Company's total revenue in fiscal 1997. There can
be no assurance that the Company will be successful in obtaining new government
contracts, many of which are subject to strict competitive bidding requirements.
Purchases of vessels by governments, including the U.S. Government, generally
are subject to the uncertainties inherent in their respective budgeting and
appropriations processes, which are affected by political events over which the
Company has no control. Revenue derived from commercial (including energy) and
government customers accounted for approximately 61% and 39%, respectively, of
the Company's total revenue for the three months ended June 30, 1997.
Revenue derived from the construction of U.S. Navy vessels accounted
for approximately 37.4% of the Company's total revenue in fiscal 1997. With the
end of the Cold War and the pressure of domestic budget constraints, overall
U.S. Navy spending for new vessel construction has declined significantly since
1991. U.S. Navy shipbuilding is expected to continue to decline during the
remainder of the decade. Although the Company believes that the small to medium
sized U.S. Navy vessels for which it competes are less likely to be cut back
and, in some cases, do not require specific Congressional appropriations, the
Company generally expects revenue and gross profit attributable to its current
and any future U.S. Navy contracts to decline over the next several years. Such
decreases, if not offset by increased revenue and profit from contracts with
other customers, could have a material adverse effect on the Company's business,
financial condition and results of operations.
IMPACT OF ENVIRONMENTAL LAWS
The Company is subject to extensive and changing federal, state and
local laws (including common law) and regulations designed to protect the
environment ("Environmental Laws"). The Company from time to time is involved in
administrative and other proceedings under Environmental Laws involving its
operations and facilities. Environmental Laws could impose liability for
remediation costs or result in civil or criminal penalties in cases of non-
compliance. Compliance with Environmental Laws increases the Company's costs of
doing business. Additionally, Environmental Laws have been subject to frequent
change; therefore, the Company is unable to predict the future costs or other
future impact of Environmental Laws on its operations. There can be no assurance
that the Company will not incur material liability related to the Company's
operations and properties under Environmental Laws.
7
<PAGE>
SHARES AVAILABLE FOR FUTURE SALE
As of October 15, 1997, there were 18,452,400 shares of Common Stock
issued and outstanding (which will increase to 27,678,600 shares upon the
effectiveness of the Stock Split). The outstanding shares of Common Stock are
not "restricted securities" within the meaning of Rule 144 under the Securities
Act. The Shares, which will be issued pursuant to the AmClyde Acquisition and
the Utility Steel Acquisition, will be "restricted securities" until sold
pursuant to the Registration Statement in which this Prospectus is included.
The Company maintains a shelf registration statement for the Notes and
the Common Stock issuable upon conversion of the Notes. An aggregate of
5,873,016 shares of Common Stock (as adjusted to reflect the Stock Split) are
currently reserved for issuance upon conversion of the Notes.
An aggregate of 3,596,400 shares of Common Stock (as adjusted to
reflect the Stock Split) are currently reserved for issuance pursuant to the
Company's Amended and Restated 1996 Stock Option and Incentive Plan (the "Stock
Option and Incentive Plan"). As of October 15, 1997, there were 2,468,400 shares
of Common Stock (as adjusted to reflect the Stock Split) issuable upon the
exercise of options granted under the Stock Option and Incentive Plan, 69,900
(as adjusted to reflect the Stock Split) of which were immediately exercisable.
The Company has registered all shares of Common Stock issuable pursuant to its
Stock Option and Incentive Plan pursuant to a registration statement on Form S-8
filed with the Securities and Exchange Commission.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Common Stock could be subject to significant
fluctuations in response to the Company's operating results, changes in earnings
estimated by securities analysts or the Company's ability to meet those
estimates, publicity regarding the shipbuilding and mobile offshore rig industry
and other factors, some of which may be beyond the Company's control. There can
be no assurance that the market price of the Common Stock will not decline below
the price at which the shares of the Common Stock are currently being traded. In
addition, the stock markets have from time to time experienced extreme price and
volume volatility. These fluctuations may be unrelated to the operating
performance of particular companies whose shares are traded. Market fluctuations
may adversely affect the market price of the Common Stock.
CERTAIN ANTI-TAKEOVER EFFECTS
The Restated Certificate of Incorporation of the Company (the
"Certificate"), the Bylaws of the Company (the "Bylaws"), the Company's
Preferred Stock Purchase Rights (the "Rights") and applicable provisions of the
Delaware General Corporation Law (the "DGCL"), contain various provisions that
may hinder, delay or prevent the acquisition of control of the Company without
the approval of the Board of Directors of the Company. Certain provisions of the
Certificate and the Bylaws, among other things, (i) authorize the issuance of
"blank check" preferred stock, (ii) divide the Board of Directors of the Company
into three classes, the members of which serve for three-year terms, (iii)
establish advance notice requirements for director nominations and stockholder
proposals to be considered at annual meetings and (iv) prohibit stockholder
action by written consent. In addition, the Company has entered into a
Stockholder Rights Agreement with The Bank of New York, as rights agent,
pursuant to which each share of Common Stock has attached one Right which will
initially trade together with such share. The Rights would cause substantial
dilution to a person or group that attempts to acquire the Company on terms not
approved in advance by the Board of Directors of the Company. In addition,
Section 203 of the DGCL imposes certain restrictions on mergers and other
business combinations between the Company and any holder of 15% or more of the
Common Stock.
DIVIDEND POLICY
The Company does not anticipate paying any cash dividends on the
Common Stock in the foreseeable future. In addition, the New Credit Facility
will restrict the payment of dividends.
8
<PAGE>
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The Unaudited Pro Forma Consolidated Balance Sheet as of June 30,
1997 gives effect to the initial sale of the Notes and the use of the net
proceeds therefrom as if such transactions had occurred on June 30, 1997.
The Unaudited Pro Forma Consolidated Income Statement for the year ended
March 31, 1997 gives effect to (i) the acquisition of TDI (the "TDI
Acquisition") and (ii) the initial sale of the Notes and the use of the
net proceeds therefrom as if such transactions had occurred on April 1,
1996. The Unaudited Pro Forma Consolidated Income Statement for the three
months ended June 30, 1997 gives effect to the initial sale of the Notes
and the use of the net proceeds therefrom as if such transactions had
occurred on April 1, 1996.
The TDI Acquisition was accomplished by the acquisition of 20% of
the stock of TDI directly from shareholders of TDI and 100% of the stock
of Maritime Holdings, Inc., which held 80% of the stock of TDI. Maritime
Holdings, Inc. formerly owned several companies including TDI. Prior to
the sale of its stock to the Company, as a condition of the purchase
agreement, Maritime Holdings, Inc. divested all of its assets, except for
the stock of TDI, and all of its liabilities, so that when the Company
purchased Maritime Holdings, Inc., its only asset was 80% of the stock of
TDI, and it had no liabilities.
The Unaudited Pro Forma Consolidated Income Statement for the year
ended March 31, 1997 has been prepared giving consideration to the
audited income statement of TDI for the fiscal year ended September 30,
1996 adjusted accordingly by unaudited income statements for the six-
month periods ended March 31, 1997 and March 31, 1996.
The Unaudited Pro Forma Consolidated Financial Statements are not
necessarily indicative of the financial position or operating results
that would have been achieved had the TDI Acquisition and the sale of the
Notes occurred at the dates indicated, nor do such statements purport to
project the results of the Company for any future period.
The following Unaudited Pro Forma Consolidated Financial Statements
should be read in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations," the historical
consolidated financial statements of the Company and the historical
consolidated financial statements of TDI and the related notes thereto,
in each case as incorporated herein by reference from documents filed by
the Company with the Commission, as described under "Incorporation of
Documents by Reference."
9
<PAGE>
HALTER MARINE GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
HISTORICAL ADJUSTMENTS PRO FORMA
---------- --------------- ---------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash $ 3,022 $ 81,900(1) $ 84,922
Contract receivables.............................................. 49,972 -- 49,972
Costs and estimated earnings in excess of billings on uncompleted
contracts........................................................ 90,481 -- 90,481
Inventories....................................................... 10,251 -- 10,251
Other current assets.............................................. 4,375 -- 4,375
-------- -------- --------
Total current assets........................................... 158,101 81,900 240,001
Property, plant and equipment, net.................................... 86,493 -- 86,493
Excess of cost over net assets acquired............................... 26,662 -- 26,662
Other assets.......................................................... 285 6,100(1) 6,385
-------- -------- --------
$271,541 $ 88,000 $359,541
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and other accrued liabilities.................... $ 32,909 $ -- $ 32,909
Billings in excess of costs and estimated earnings on uncompleted
contracts........................................................ 28,048 -- 28,048
Notes payable and current portion of long-term debt............... 33,056 (27,000)(1) 6,056
Deferred income taxes............................................. 3,417 -- 3,417
-------- -------- --------
Total current liabilities...................................... 97,430 (27,000) 70,430
Long-term debt........................................................ 73,487 185,000(1) 188,487
(70,000)(1)
Other noncurrent liabilities.......................................... 1,911 -- 1,911
-------- -------- --------
Total liabilities.............................................. 172,828 88,000 260,828
Stockholders' equity:
Common stock...................................................... 185 -- 185
Additional paid-in capital........................................ 84,214 -- 84,214
Retained earnings................................................. 14,314 -- 14,314
-------- -------- --------
Total stockholders' equity..................................... 98,713 -- 98,713
-------- -------- --------
$271,541 $ 88,000 $359,541
======== ======== ========
</TABLE>
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
10
<PAGE>
HALTER MARINE GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT
YEAR ENDED MARCH 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
HISTORICAL
---------------------
COMPANY TDI ADJUSTMENTS PRO FORMA
--------- ---------- -------------- ----------
<S> <C> <C> <C> <C>
Contract revenue earned..................................... $406,797 $ 105,706 $ -- $512,503
Cost of revenue earned...................................... 355,209 97,418 320 (2) 452,459
(488)(3)
-------- ---------- --------
Gross profit............................................ 51,588 8,288 168 60,044
Selling, general and administrative expenses................ 21,361 8,125(4) 488(3) 29,974
Amortization of excess of cost over net assets acquired..... -- -- 1,406(5) 1,406
-------- --------- ---------- --------
Operating income........................................ 30,227 163 (1,726) 28,664
Other (income) expenses:
Interest expense........................................ 3,232 165 5,959(6) 9,356
Gain on disposition of assets........................... -- (462) -- (462)
Gain on settlement of lawsuit........................... -- (1,732) -- (1,732)
Other, net.............................................. (8) 9 -- 1
-------- --------- ---------- --------
3,224 (2,020) 5,959 7,163
-------- --------- ---------- --------
Income before income taxes.................................. 27,003 2,183 (7,685) 21,501
Provision for income taxes.................................. 10,887 767 (2,384)(7) 9,270
-------- --------- ---------- --------
Net income.................................................. $ 16,116 $ 1,416 $ (5,301) $ 12,231
======== ========= ========== ========
Net income per share........................................ $0.88 $ 0.67
======== ========
Weighted average shares outstanding......................... 18,255 18,255
OTHER FINANCIAL DATA:
EBITDA(8)................................................... $ 38,126 $ $ $ 39,634
Depreciation and amortization............................... 7,899 1,345 2,597(9) 11,841
Capital expenditures........................................ 14,491 2,603 17,094
Ratio of earnings to fixed charges (10)..................... 9.2x 3.3x
</TABLE>
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
11
<PAGE>
HALTER MARINE GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT
THREE MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
<S> <C> <C> <C>
Contract revenue earned................................. $149,069 $ -- $149,069
Cost of revenue earned.................................. 130,504 -- 130,504
-------- -------- --------
Gross profit....................................... 18,565 -- 18,565
Selling, general and administrative expenses............ 7,884 -- 7,884
Amortization of excess of cost over net assets acquired. 338 -- 338
-------- -------- --------
Operating income................................... 10,343 -- 10,343
Other (income) expenses:................................
Interest expense................................... 1,436 797(11) 2,233
Other, net 138 -- 138
-------- -------- --------
1,574 797 2,371
-------- -------- --------
Income before income taxes.............................. 8,769 (797) 7,972
Provision for income taxes.............................. 3,358 (319) (7) 3,039
-------- -------- --------
Net income.............................................. $ 5,411 $ (478) $ 4,933
======== ======== ========
Net income per share.................................... $ 0.29 $ 0.27
======== ========
Weighted average shares outstanding..................... 18,568 18,568
OTHER FINANCIAL DATA:
EBITDA(8)............................................... $ 13,073 $ $ 13,073
Depreciation and amortization........................... 2,730 218(12) 2,948
Capital expenditures.................................... 11,879 11,879
Ratio of earnings to fixed charges(10).................. 7.1x 4.6x
</TABLE>
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
12
<PAGE>
HALTER MARINE GROUP, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(1) To record the sale of $185 million of the Notes, net of debt issuance
costs of $6.1 million, and the use of the net proceeds therefrom as
follows: (a) payment of $97 million of outstanding loans under the
Old Credit Facility and (b) increase of cash in the amount of $81.9
million. Assumes additional borrowings under the Old Credit Facility
to repay $27 million of short-term notes issued in connection with
the TDI Acquisition.
(2) To adjust depreciation expense resulting from the write-up of fixed
assets of TDI to fair values at the time of the TDI Acquisition.
(3) To reclassify certain expenses of TDI based on the accounting policies
of the Company.
(4) Includes an accrual for one-time bonuses of approximately $3.2 million
at March 31, 1997, which were paid to TDI employees in connection with
the TDI Acquisition. No such bonuses were paid or accrued in fiscal
1996.
(5) Amortization of excess of cost over net assets acquired in the TDI
Acquisition over 20 years.
(6) To record (a) interest expense on the Notes based on an assumed rate
of 4.5% per annum; (b) the elimination of interest expense on
outstanding loans under the Old Credit Facility; and (c) amortization
of debt issuance costs over the seven-year term of the Notes. Assuming
the investment of excess funds based on an average rate of 4.5% per
annum, interest expense would have decreased by approximately $3.0
million.
(7) Income tax effect of pro forma adjustments using the Company's
effective tax rate of approximately 40%.
(8) EBITDA (earnings before interest, taxes, depreciation and amortization
expense) is presented because it is a widely accepted financial
indicator used by certain investors and analysts to analyze and
compare companies on the basis of operating performance. EBITDA is not
intended to represent cash flows for the period, nor has it been
presented as an alternative to operating income as an indicator of
operating performance and should not be considered in isolation or
as a substitute for measures of performance prepared in accordance
with GAAP.
(9) Reflects amortization of excess of cost over net assets acquired in
the TDI Acquisition, depreciation expense resulting from the write-up
of fixed assets of TDI to fair values at time of the TDI Acquisition,
and amortization of debt issuance costs of the Notes.
(10) For purposes of determining the ratio of earnings to fixed charges,
earnings are defined as earnings before income taxes, plus fixed
charges. Fixed charges consist of interest expense on all indebtedness
and amortization of deferred financing costs.
(11) To record (a) interest expense on the Notes based on an assumed rate
of 4.5% per annum; (b) the elimination of interest expense on
outstanding loans under the Old Credit Facility; (c) the elimination
of interest expense on the short-term notes issued in connection with
the TDI Acquisition; and (d) amortization of debt issuance costs over
the seven-year term of the Notes. Assuming the investment of excess
funds based on an average rate of 4.5% per annum, interest expense
would have decreased by approximately $921,000.
(12) Reflects amortization of debt issuance costs of the Notes.
13
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders pursuant to this Prospectus. In
connection with the Company's acquisition of AmClyde and Utility Steel
pursuant to the AmClyde and Utility Steel Acquisitions, as applicable, the
Company issued or has committed to issue the Shares to the Selling
Stockholders. See "Selling Stockholders" for a list of those persons and
entities receiving the proceeds from the sales of the Shares.
SELLING STOCKHOLDERS
The following table sets forth (i) the name of each Selling
Stockholder and relationship, if any, with the Company, (ii) the number of
Shares that will be owned by each Selling Stockholder upon the consummation
of either the AmClyde Acquisition or the Utility Steel Acquisition, as
applicable, and (ii) the maximum number of Shares which may be offered for
the account of such Selling Stockholder under this Prospectus.
<TABLE>
<CAPTION>
COMMON STOCK MAXIMUM COMMON STOCK
BENEFICIALLY OWNED AMOUNT BENEFICIALLY OWNED
NAME OF SELLING STOCKHOLDER PRIOR TO OFFERING OFFERED HEREBY (1) AFTER OFFERING (2)
--------------------------- ------------------ ------------------ ------------------
PERCENT AMOUNT
------- ------
<S> <C> <C> <C> <C>
AmClyde Engineered Products, Inc...................... 459,652 459,652 0% *
Richard J. Juelich.................................... 140,731 140,731 0 *
Whitcust & Co......................................... 13,851 13,851 0 *
Edgar and Melanie Pender.............................. 151,026 151,026 0 *
Amie Pender Guttuso................................... 23,408 23,408 0 *
Stacie Pender Hollingsworth........................... 23,408 23,408 0 *
John Coverver, as Trustee of the Maurice S. Pender
Trust................................................. 23,408 23,408 0 *
------- ------- --- ---
Total................................................. 835,484 835,484 0 *
_________________
* Less than 1%.
</TABLE>
(1) Numbers shown reflect the effect of the Stock Split, which was
effective on October 31, 1997. This Prospectus also covers any
additional shares of Common Stock that become issuable in connection
with the shares of Common Stock offered for sale hereby by reason of
any future stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration that
results in an increase in the number of the Company's outstanding
shares of Common Stock.
(2) Assumes all of the Shares offered hereby are sold.
Because the Selling Stockholders may, pursuant to this Prospectus,
offer all or some portion of the Shares they presently hold, no estimate
can be given as to the amount of Common Stock that will be held by the
Selling Stockholders upon termination of any such sales. In addition, the
Selling Stockholders identified above may have sold, transferred or
otherwise disposed of all or a portion of their Shares since the date on
which they provided the information regarding their Shares, in transactions
exempt from the registration requirements of the Securities Act. See Plan
of Distribution."
The Company will pay the expenses of registering the Shares being sold
hereunder.
14
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders,
or by pledgees, donees, transferees or other successors in interest. The
Selling Stockholders may from time to time sell all or a portion of their
Shares in transactions on the AMEX, in negotiated transactions, or a
combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Shares may be sold directly or through underwriters
or broker-dealers. If the Shares are sold through underwriters or broker-
dealers, the Selling Stockholders may pay underwriting discounts or
brokerage commissions and charges. The methods by which the Shares may be
sold include (i) a block trade in which the broker or dealer so engaged
will attempt to sell the securities as agent but may position and
resell a portion of the block as principal to facilitate the transaction,
and (ii) purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to this Prospectus, (iii)
exchange distributions and/or secondary distributions in accordance with
the rules of the AMEX, (iv) ordinary brokerage transactions and
transactions in which the broker solicits purchasers, and (v) privately
negotiated transactions. In addition, any Shares that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144
rather than pursuant to this Prospectus.
The Company will pay the costs and expenses incident to its
registration and qualification of the Shares offered hereby, including
registration and filing fees. In addition, the Company has agreed to
indemnify the Selling Stockholders against certain liabilities, including
liabilities arising under the Securities Act. The Selling Stockholders
will pay or assume brokerage and selling commissions or other charges or
expenses incurred in connection with the sale of the Shares.
The Selling Stockholders and any underwriter or broker-dealer
participating in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profits,
discounts, commissions or concessions paid or allowed to any such
underwriter or broker-dealer may be deemed to be underwriting discounts and
commissions under the Securities Act. The Selling Stockholders may
indemnify any broker-dealer that participates in transactions involving the
sale of Shares against certain liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
Certain legal matters with respect to the Shares will be passed upon
by Baker & Botts, L.L.P., Dallas, Texas.
EXPERTS
The consolidated financial statements of Halter Marine Group, Inc.
appearing in Halter Marine Group, Inc.'s Annual Report on Form 10-K for the
year ended March 31, 1997, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therin
and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
The consolidated financial statements of Texas Drydock, Inc. and
subsidiary as of September 30, 1995 and 1996, and for each of the years
then ended, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
15
<PAGE>
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH
DATE. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE
SPECIFICALLY OFFERED HEREBY OR OF ANY SECURITIES OFFERED HEREBY IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
_____________________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................................................. 1
Incorporation of Documents by Reference............................... 2
The Company........................................................... 3
Risk Factors.......................................................... 4
Pro Forma Consolidated Financial Statements........................... 9
Use of Proceeds....................................................... 14
Selling Stockholders.................................................. 14
Plan of Distribution.................................................. 15
Legal Matters......................................................... 15
Experts............................................................... 15
</TABLE>
835,484 SHARES
HALTER MARINE GROUP, INC.
COMMON STOCK
____________________
PROSPECTUS
____________________
__________, 1997
================================================================================
<PAGE>
PART II
=======
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All of the expenses in connection with the distribution of the Shares are
set forth below and will be borne by the Registrant.
<TABLE>
<S> <C>
Registration Fee.......................................... $ 8,828
American Stock Exchange Listing Fee....................... 17,500
*Legal Fees and Expenses.................................. 15,000
*Accounting Fees and Expenses............................. #
-------
*Total............................................. $ #
=======
</TABLE>
___________
*Estimated.
# To be provided by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware General Corporation Law
Section 145 (a) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 145(b) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
Section 145(d) of the DGCL provides that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of Section 145. Such determination shall be
made (1) by the board of directors by a majority vote of directors who were not
parties to such action, suit or proceeding, even though less than a quorum, or
(2) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the stockholders.
II-1
<PAGE>
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of Title 8 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision may eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision became effective.
Certificate of Incorporation
The Certificate of Incorporation of the Company provides that a director of
the Company will not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except, if required
by the DGCL as amended from time to time, for liability (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, which concerns
unlawful payments of dividends, stock purchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit.
Neither the amendment nor repeal of such provision will eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim that, but for such provision, would accrue or arise, prior
to such amendment or repeal.
While the Certificate provides directors with protection from awards for
monetary damages for breaches of their duty of care, it does not eliminate such
duty. Accordingly, the Certificate will have no effect on the availability of
equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care.
The Certificate provides that each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person, or a person of whom such person is the legal
representative, is or was or has agreed to become a director or officer of the
Company or is or was serving or has agreed to serve at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving or having agreed to serve as a director,
officer, employee or agent, will be indemnified and held harmless by the Company
to the fullest extent authorized by the DGCL, as the same exists or may
thereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, amounts paid or to be paid in settlement and excise
taxes or penalties arising under ERISA) reasonably incurred or suffered by such
person in connection therewith. Such right to indemnification includes the right
to have the Company pay the expenses incurred in defending any such proceeding
in advance of its final disposition, subject to the provisions of the DGCL. Such
rights are not exclusive of any other right which any person may have or
thereafter acquire under any statute, provision of the Certificate, Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise. No
repeal or modification of such provision will in any way diminish or adversely
affect the rights of any director, officer, employee or agent of the Company
thereunder in respect of any occurrence or matter arising prior to any such
repeal or modification. The Certificate also specifically authorizes the Company
to maintain insurance and to grant similar indemnification rights to employees
or agents of the Company.
Bylaws
The Bylaws of the Company provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person, or a person of whom such person is the
legal representative, is or was or has agreed to become a director or officer of
the Company or is or was serving or has agreed to serve at the request of the
Company
II-2
<PAGE>
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceedings is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving or having agreed to serve as a director,
officer, employee or agent shall be indemnified and held harmless by the Company
to the fullest extent authorized by the DGCL, as the same exists or may
thereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment), against all expense, liability or loss (including attorneys'
fees, judgments, fines, amounts paid or to be paid in settlement and excise
taxes or penalties arising under ERISA) reasonably incurred or suffered by such
person in connection therewith, and such indemnification shall continue as to a
person who has ceased to serve in the capacity which initially entitled such
person to indemnity thereunder and shall inure to the benefit of such person's
heirs, executors and administrators. Such right to indemnification includes the
right to have the Company pay the expenses incurred in defending any such
proceeding in advance of its final disposition, subject to the provisions of the
DGCL. Such rights are not exclusive of any other right which any person may have
or thereafter acquire under any statute, provision of the Certificate, Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise. No
repeal or modification of such provision will in any way diminish or adversely
affect the rights of any director, officer, employee or agent of the Company
thereunder in respect of any occurrence or matter arising prior to any such
repeal or modification. The Bylaws also specifically authorize the Company to
maintain insurance to protect itself and any director, officer, employee or
agent of the Company.
Indemnification Agreements
The Company has entered into Indemnification Agreements pursuant to which
it will indemnify certain of its directors and officers against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred as a result of the fact that any director or officer, in his capacity
as such, is made or threatened to be made a party to any suit or proceeding.
Such persons will be indemnified to the fullest extent now or hereafter
permitted by the DGCL. The Indemnification Agreements also provide for the
advancement of certain expenses to such directors and officers in connection
with any such suit or proceeding.
ITEM 16. EXHIBITS
4.1* Asset Purchase Agreement among the Company, AEPI Acquisition, Inc.,
AmClyde Engineered Products, Inc. and Wallace K. Fisk, Jr.
4.2* Agreement and Plan of Merger by and among the Company, Utility
Acquisition, Inc., Utility Steel Fabrication, Inc. and the
shareholders of Utility Steel Fabrication, Inc.
5.1 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on signature pages to the Registration
Statement).
__________
* To be provided by Amendment.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the
II-3
<PAGE>
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of the prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Gulfport, State of Mississippi, on the 3rd day of
November, 1997.
HALTER MARINE GROUP, INC.
By: /s/ Keith L. Voigts
----------------------------------
Keith L. Voigts
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
authorizes and appoints each of Rick S. Rees and Keith L. Voigts, and each of
them severally, acting alone and without the other, as his attorney-in-fact to
execute in the name of such person and to file any amendments to this
Registration Statement (including any post-effective amendments) necessary or
advisable to enable the Company to comply with the Securities Act of 1933 and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities which are the subject of this Registration Statement as such
attorney-in-fact may deem appropriate.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ John Dane III Chairman, President and Chief Executive Officer November 3, 1997
- ------------------------- (Principal Executive Officer) and Director
John Dane III
/s/ Keith L. Voigts Senior Vice President November 3, 1997
- ------------------------- (Principal Financial and Accounting Officer)
Keith L. Voigts
/s/ Rick S. Rees Executive Vice President and Director November 3, 1997
- -------------------------
Rick S. Rees
/s/ Kenneth W. Lewis Director November 3, 1997
- -------------------------
Kenneth W. Lewis
/s/ Daniel J. Mortimer Director November 3, 1997
- -------------------------
Daniel J. Mortimer
/s/ Angus R. Cooper, II Director November 3, 1997
- -------------------------
Angus R. Cooper, II
/s/ Burt H. Keenan Director November 3, 1997
- -------------------------
Burt H. Keenan
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
4.1* Asset Purchase Agreement among the Company, AEPI Acquisition, Inc.,
AmClyde Engineered Products, Inc. and Wallace K. Fisk, Jr.
4.2* Agreement and Plan of Merger by and among the Company, Utility
Acquisition, Inc., Utility Steel Fabrication, Inc. and the
shareholders of Utility Steel Fabrication, Inc.
5.1 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on signature pages to the Registration
Statement).
___________
* To be provided by Amendment.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF BAKER & BOTTS, L.L.P.]
November 3, 1997
Halter Marine Group, Inc.
13085 Industrial Seaway Road
Gulfport, Mississippi 39503
Ladies and Gentlemen:
We have acted as counsel for Halter Marine Group, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), on a Registration
Statement on Form S-3 (the "Registration Statement") of an aggregate of 835,484
shares of the common stock, par value $.01 per share, of the Company (the
"Shares"), and the offering of such Shares by the selling stockholders named in
the prospectus constituting a part of the Registration Statement.
In reaching the opinions set forth in this letter, we have reviewed
originals or copies of (i) the Registration Statement, (ii) the Asset Purchase
Agreement (the "AmClyde Acquisition Agreement") among the Company, AEPI
Acquisition, Inc., AmClyde Engineered Products, Inc. and Wallace K. Fisk, Jr.
(the "AmClyde Acquisition"), (iii) the Agreement and Plan of Merger (the
"Utility Acquisition Agreement") by and among the Company, Utility Acquisition,
Inc., Utility Steel Fabrication, Inc. and the shareholders of Utility Steel
Fabrication, Inc. (the "Utility Steel Acquisition") and (iv) all other such
agreements, certificates of public officials, certificates of officers of the
Company, records, documents and matters of law as we deemed relevant.
Based on and subject to the foregoing and subject further to the
assumptions, exceptions and qualifications hereinafter stated, we are of the
opinion that the Shares have been duly authorized, and when issued by the
Company upon consummation of the AmClyde Acquisition and the Utility Steel
Acquisition in accordance with the provisions of the AmClyde Acquisition
Agreement and the Utility Acquisition Agreement, as applicable, will be validly
issued, fully paid and non-assessable.
The opinions expressed above are subject to the following assumptions,
exceptions and qualifications:
A. We have assumed that (i) all information contained in all
documents reviewed by us is true and correct, (ii) all signatures on all
documents reviewed by us are genuine, (iii) all documents submitted to us as
originals are true and complete, (iv) all documents submitted to us as
<PAGE>
Halter Marine Group, Inc. -2- November 3, 1997
copies are true and complete copies of the originals thereof, (v) each natural
person signing any document reviewed by us had the legal capacity to do so and
(vi) each natural person signing in a representative capacity any document
reviewed by us had authority to sign in such capacity.
B. The opinions expressed in this letter are limited to the Delaware
General Corporation Law, the federal laws of the United States of America and
the laws of the State of Texas. We express no opinion about the effect of
federal or state securities laws or the laws of any other jurisdiction.
This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to this firm under the caption "Legal
Matters" in the Prospectus included in the Registration Statement as having
passed on certain legal matters in connection with the Shares. In giving this
consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
This opinion speaks as of the date hereof, and we disclaim any duty to
advise you regarding any changes subsequent to the date hereof in, or to
otherwise communicate with you with respect to, the matters addressed herein.
Very truly yours,
/s/ Baker & Botts, L.L.P.
Baker & Botts, L.L.P.
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Halter Marine Group,
Inc. for the registration of 835,484 shares of its common stock and to the
incorporation by reference therein of our report dated May 8, 1997 (except Note
15, as to which the date is May 16, 1997), with respect to the consolidated
financial statements of Halter Marine Group, Inc. included in its Annual Report
(Form 10-K) for the year ended March 31, 1997, filed with the Securities and
Exchange Commission
/s/ ERNST & YOUNG LLP
New Orleans, Louisiana
October 31, 1997
<PAGE>
Exhibit 23.2
The Board of Directors
Halter Marine Group, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-3 of Halter Marine Group, Inc. of our report dated November 22, 1996,
except as to Note 9, which is as of May 16, 1997, with respect to the
consolidated balance sheets of Texas Drydock, Inc. and subsidiary as of
September 30, 1996 and 1995, and the related consolidated statements of
earnings, stockholders' equity, and cash flows for each of the years in the
period then ended, which report appears in the Form 8-K/A of Halter Marine
Group, Inc. dated October 21, 1997.
/s/ KPMG Peat Marwick LLP
New Orleans, Louisiana
October 31, 1997
