<PAGE>
Filed Pursuant to Rule 424(b)(3)
SEC File No. 333-38491
SUPPLEMENT NO. 3 DATED MARCH 12, 1998
TO
PROSPECTUS DATED DECEMBER 29, 1997 RELATING TO
$185,000,000 PRINCIPAL AMOUNT OF 4 1/2%CONVERTIBLE SUBORDINATED NOTES DUE 2004
AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF
OF HALTER MARINE GROUP, INC.
All capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Prospectus dated December 29, 1997 (the "Prospectus"),
forming a part of the Registration Statement on Form S-3, File No. 333-38491.
Any cross references in this supplement refer to portions of the Prospectus.
The purpose of this supplement is to provide additional information
regarding the Selling Securityholders.
In addition to the Selling Securityholders named in the Prospectus, the
following table sets forth the name of each additional Selling Securityholder
and relationship, if any, with the Company and (i) the amount of Notes owned by
each additional Selling Securityholder as of the most recent date for which the
Company obtained such information from the respective Selling Securityholder,
(ii) the maximum amount of Notes which may be offered for the account of such
Selling Securityholder under the Prospectus, (iii) the amount of Common Stock
owned by each Selling Securityholder as of the most recent date for which the
Company obtained such information from the respective Selling Securityholder,
and (iv) the maximum amount of Common Stock which may be offered for the account
of such Selling Securityholder under the Prospectus.
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<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL COMMON STOCK COMMON STOCK
AMOUNT OF AMOUNT OF NOTES OWNED PRIOR OFFERED
NAME OF SELLING SECURITYHOLDER NOTES OWNED OFFERED HEREBY TO OFFERING (1) HEREBY(2)
- ------------------------------ ----------- --------------- --------------- ------------
<S> <C> <C> <C> <C>
Tennessee Consolidated
Retirement System............. $ 1,500,000 $ 1,500,000 47,619 47,619
Chase Manhattan Bank, as
Trustee of the AMOCO
Corporation Master Trust for
Employee Pension Plan......... $ 1,400,000 $ 1,400,000 44,444 44,444
Continental Assurance
Company Separate
Account (E)................... $ 1,600,000 $ 1,600,000 50,793 50,793
The Gabelli Global
Convertible Securities
Fund (3)...................... $ 150,000 $ 150,000 4,761 4,761
Surfboard and Co. ............ $ 3,000,000 $ 3,000,000 147,124 95,238
MFS Series Trust I - MFS
Convertible Securities
Fund.......................... $ 5,000 $ 5,000 158 158
MFS Series Trust V - MFS
Total Return Fund............. $ 1,495,000 $ 1,495,000 47,460 47,460
Employee Benefit
Convertible Fund.............. $ 110,000 $ 110,000 3,492 3,492
Bank of America Convertible
Securities Fund............... $ 225,000 $ 225,000 7,142 7,142
Pacific Horizon Capital
Income Fund................... $ 4,000,000 $ 4,000,000 126,984 126,984
Pacific Innovation Trust
Capital Income Fund........... $ 120,000 $ 120,000 3,809 3,809
Van Kampen American
Capital Harbor Fund (4)....... $ 1,800,000 $ 1,800,000 57,142 57,142
Van Kampen American
Capital Convertible Securities
Fund (4)...................... $ 300,000 $ 300,000 9,523 9,523
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
The TCW Group, Inc. .......... $ 5,465,000 $ 5,465,000 173,492 173,492
Annuity Board of the
Southern Baptist
Convention (5)................ $ 600,000 $ 600,000 19,047 19,047
TOTAL $21,770,000 $21,770,000 742,990 691,104
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</TABLE>
(1) Includes the shares of Common Stock into which the Notes held by such
Selling Securityholder are convertible at the Conversion Price. The
Conversion Price and the number of shares of Common Stock issuable upon
conversion of the Notes are subject to adjustment under certain
circumstances. See "Description of Notes -- Conversion Rights."
Accordingly, the number of shares of Common Stock issuable upon conversion
of the Notes may increase or decrease from time to time.
(2) Assumes conversion into Common Stock of the full amount of Notes held by
the Selling Securityholder at the Conversion Price and the offering of such
shares by such Selling Securityholder pursuant to this Prospectus. The
Conversion Price and the number of shares of Common Stock issuable upon
conversion of the Notes is subject to adjustment under certain
circumstances. See "Description of Notes -- Conversion Rights."
Accordingly, the number of shares of Common Stock issuable upon conversion
of the Notes may increase or decrease from time to time. Fractional shares
will not be issued upon conversion of the Notes; rather, cash will be paid
in lieu of fractional shares, if any.
(3) Gabelli Funds, Inc. may be deemed to beneficially own such securities as a
result of its sole or shared power to dispose or to direct the disposition
of such securities and its sole or shared power to vote or to direct the
vote of such securities.
(4) Van Kampen American Capital Asset Management, Inc., as investment advisor
for Van Kampen American Capital Harbor Fund and Van Kampen American Capital
Convertible Securities Fund, may be deemed to beneficially own such
securities as a result of its sole or shared power to dispose or to direct
the disposition of such securities and its sole or shared power to vote or
to direct the vote of such securities.
(5) Although Gamco Investors may be deemed to beneficially own such securities
as a result of its sole or shared power to dispose or to direct the
disposition of such securities and its sole or shared power to vote or to
direct the vote of such securities, it disclaims beneficial ownership with
respect to such securities.
Because the Selling Securityholders may, pursuant to the Prospectus, offer
all or some portion of the Notes and Common Stock they presently hold or, with
respect to Common Stock, have the right to acquire upon conversion of such
Notes, no estimate can be given as to the amount of the Notes and Common Stock
that will be held by the Selling Securityholders upon termination of any such
sales. In addition, the Selling Securityholders identified above may have sold,
transferred or otherwise disposed of all or a portion of their Notes and Common
Stock since the date on which they provided the information regarding their
Notes and Common Stock, in transactions exempt from the registration
requirements of the Securities Act. See "Plan of Distribution."
The Company may from time to time, in accordance with the Registration
Rights Agreement, include additional Selling Securityholders in supplements to
this Prospectus.
