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Filed Pursuant to Rule 424(b)(3)
SEC File No. 333-38491
SUPPLEMENT NO. 2 DATED FEBRUARY 4, 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 and to revise certain of the information
in the Prospectus regarding the Selling Securityholders.
The information provided for (i) OCM Convertible Trust, (ii) State of
Connecticut Combined Investment Funds, (iii) Vanguard Convertible Securities
Fund, Inc., (iv) Hughes Aircraft Company Master Retirement Trust, (v) Combined
Insurance Company of America and (vi) CFW-C, L.P. in the Prospectus shall be
deleted in its entirety and replaced with the information set forth in the table
below.
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>
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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>
Nomura Securities (Bermuda)
LTD............................ $ 3,250,000 $ 3,250,000 103,174 103,174
Franklin Investors Securities
Trust - Convertible Securities
Fund........................... $ 1,250,000 $ 1,250,000 39,682 39,682
Bear, Stearns & Co. Inc......... $ 2,100,000 $ 2,100,000 66,666 66,666
Hudson River Trust Growth
& Income Account (3)........... $ 710,000 $ 710,000 22,539 22,539
Memphis Light, Water & Gas
Retirement Fund (3)............ $ 590,000 $ 590,000 18,730 18,730
David Lipscomb University
General Endowment (3).......... $ 40,000 $ 40,000 1,269 1,269
The Frist Foundation (3)........ $ 150,000 $ 150,000 4,761 4,761
Hudson River Trust Growth
Investors (3).................. $ 540,000 $ 540,000 17,142 17,142
Hudson River Trust Balanced
Account (3).................... $ 670,000 $ 670,000 21,269 21,269
OCM Convertible Trust (4)....... $ 3,245,000 $ 3,245,000 103,015 103,015
State of Connecticut
Combined Investment
Funds (4)...................... $ 2,660,000 $ 2,660,000 84,444 84,444
Vanguard Convertible
Securities Fund, Inc. (4)...... $ 1,960,000 $ 1,960,000 62,222 62,222
Hughes Aircraft Company
Master Retirement Trust (4).... $ 975,000 $ 975,000 30,952 30,952
Combined Insurance
Company of America (4)......... $ 800,000 $ 800,000 25,396 25,396
CFW-C, L.P. (4)................. $10,500,000 $10,500,000 333,333 333,333
----------- ----------- ------- -------
TOTAL...................... $29,440,000 $29,440,000 934,594 934,594
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</TABLE>
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______________________
(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) Although Alliance Capital Management 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, it disclaims beneficial ownership with
respect to such securities.
(4) This information replaces the information pertaining to such Selling
Securityholders in the Prospectus.
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.
