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): September 15, 1997
HALTER MARINE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12159 75-2656828
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
13085 Industrial Seaway Road,
Gulfport, Mississippi 39503
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 601/896-0029
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Item 5. Other Events
On September 15, 1997, Halter Marine Group, Inc. ("Halter") issued a
press release (the "Press Release") regarding the consummation of its
Rule 144A offering of convertible subordinated debt. 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 September 15, 1997
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On September 15, 1997, the Registrant completed the issuance and sale
of $185,000,000 aggregate principal amount of the Company's 4-1/2% Subordinated
Convertible Notes due 2004 (the "Notes"), $25,000,000 of which were issued and
sold by the Registrant solely to cover over-allotments. The Notes were sold in
a private transaction to the initial purchasers, Donaldson, Lufkin & Jenrette
Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(collectively, the "Initial Purchasers"). The Initial Purchasers received
total discounts and commissions of $5,087,500.
Resales of the Notes will be made by the Initial Purchasers (i)
within the United States in the amount of $183,030,000 to qualified
institutional buyers in accordance with Rule 144A promulgated under the
Securities Act of 1933, as amended ( the "Act"), (ii) within the United States
in the amount of $1,070,000 to institutional "accredited investors" as defined
in Rule 501(a)(1), (2), (3) or (7) under the Act and (iii) outside the United
States in the amount of $900,000 to non-United States persons in accordance
with Regulation S promulgated under the Act. In order to conclude that such
resales do not require registration under the Act, the Registrant is relying in
part on representations, warranties and agreements made by the Initial
Purchasers and, in the case of resales to institutional "accredited investors,"
upon representations, warranties and agreements made by such institutional
"accredited investors."
The Notes will be convertible, at the election of the holder, into
shares of the Company's common stock at a conversion rate equivalent to a
conversion price of $47.25 per share at any time at or before maturity unless
previously repurchased or redeemed. The Notes are not redeemable by the
Registrant prior to September 15, 2000. Thereafter, the Notes are redeemable
at the option of the Registrant, in whole or in part, at the prices set forth
in the Offering Memorandum relating to the offering and sale of the Notes,
together with accrued and unpaid interest and liquidated damages. Upon the
occurrence of certain events, each holder of the Notes has the right to require
the Registrant to repurchase such holder's Notes at a purchase price equal to
100% of the principal amount thereof, plus accrued and unpaid interest and
liquidated damages, if any, to the date
<PAGE>
of purchase. The Notes are general, unsecured obligations of the Registrant
and are subordinated in right of payment to all existing and future senior
indebtedness.
<PAGE>
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: September 15, 1997 By: /s/ Keith L. Voigts
Keith L. Voigts
Senior Vice President
<PAGE>
Exhibit 99.10
Press Release
For Release: September 15, 1997
Contact: Rick S. Rees, Executive Vice-President
Keith Voigts, Senior Vice-President and CFO
601-896-0029
HALTER MARINE GROUP COMPLETES CONVERTIBLE NOTE OFFERING
GULFPORT, Miss. . .Halter Marine Group, Inc. (AMEX:HLX) announced today that it
has completed the issuance and sale of $185,000,000 aggregate principal amount
of its four and one-half percent Convertible Subordinated Notes due 2004 (the
"Notes"), $25,000,000 of which were issued and sold solely to cover over-
allotments. The Notes are convertible, at the election of the holder, into
shares of the Company's common stock at a conversion rate equivalent to a
conversion price of $47.25 per share.
The proceeds of the sale of the Notes will be used to repay the Company's
entire indebtedness under its senior credit facility and for general corporate
purposes. The Notes have not been registered under the Securities Act of 1933,
as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements.
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 the Halter Marine Group have built more than 2,000 vessels in the past 40
years.
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