HALTER MARINE GROUP INC
8-K, 1998-12-29
SHIP & BOAT BUILDING & REPAIRING
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<PAGE>
 
                      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): DECEMBER 28,1998
                                        


                           HALTER MARINE GROUP, INC.
            (Exact name of registrant as specified in its charter)
<TABLE> 
<CAPTION> 
<S>                            <C>                        <C> 
          DELAWARE                     1-12159                       72-2656828
(State or other jurisdiction   (Commission File Number)   (IRS Employer Identification No.)
      of incorporation)
</TABLE>


     13085 INDUSTRIAL SEAWAY ROAD                     39503
          GULFPORT, MISSISSIPPI
(Address of principal executive offices)            (Zip Code)


       Registrant's telephone number, including area code:  228/896-0029
<PAGE>
 
ITEM 5.   OTHER EVENTS

     PRESS RELEASE REGARDING EXPECTED THIRD QUARTER FY99 EARNINGS

     On December 28, 1998 the Company issued a press release (the "Press
     Release") regarding its expected earnings for the third quarter of its
     current fiscal year. 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.

          99.1  Press Release of Registrant dated
                December 28, 1998

                                       2
<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 thereunto duly authorized.

Date: December 29, 1998                HALTER MARINE GROUP, INC.


                                           By: /S/RICK S. REES
                                               ----------------------------
                                               Rick S. Rees
                                               Executive Vice President and
                                               As a Duly Authorized Officer
                                               and Chief Financial Officer

                                       3

<PAGE>
 
                                 EXHIBIT 99.1
<PAGE>
 
                                 PRESS RELEASE


                                                  For release: December 28, 1998
                         Contact: Rick S. Rees, Executive Vice President and CFO
                          John S. Hastings, Vice President of Investor Relations
                                                                  (228) 896-0029

                 HALTER MARINE GROUP REVISES EARNINGS OUTLOOK

GULFPORT, MS, December 28, 1998  Halter Marine Group, Inc. (AMEX: HLX) today
announced that it expects its third quarter ending December 31, 1998 to be
marginally profitable compared to Wall Street expectations of $0.27 per share.
The Company will announce earnings for the third quarter after the close of
business on January 26, 1999, and conduct a conference call on January 27 at
9:00 am CST to discuss its quarterly results and the outlook for the remainder
of fiscal 1999.

"The projected earnings shortfall is primarily related to construction cost
overruns on six drill barges under construction in the Company's Rigs segment,"
said John Dane III, chairman, president and chief executive officer.  "Last
quarter the Company reported that engineering delays and owner changes had
impacted the profitability on three of the barges.  These problems combined with
inefficient manning on all of the barges in order to meet contractual delivery
dates have resulted in a larger loss than originally estimated."

Dane continued, "Rapid expansion at TDI-Halter's eight Texas yards has resulted
in a large number of less experienced workers and insufficient supervision.  The
inherent inefficiencies of rapid growth have been compounded by engineering
delays and production rework.  In an effort to maximize the utilization of our
best supervisory management, we have consolidated five of TDI-Halter's
operations into one."

"The problems encountered at TDI-Halter are largely the same issues that we are
successfully addressing at our Vessel segment through Project ABC," Dane said.
"Just as our Project ABC process improvement teams have identified ways to
correct these problems in our Vessels segment, the same techniques will be
exported to TDI-Halter as soon as possible."


                                    -more-
<PAGE>
 
HALTER REVISES EARNINGS
DECEMBER 28, 1998
PAGE 2

"Our board and management have long had the goal of profitably growing Halter
Marine Group to $1 billion in revenue by the year 2000," Dane continued.  "In
light of the steep drop in energy prices and the accompanying reductions in
capital spending announced by major oil companies, that growth goal will likely
not be met.  In fact, fiscal year 2000 revenues will likely be less than our
current fiscal year revenues."

"That is not to say that growth opportunities do not exist for shipbuilders.
Halter Marine Group currently has more than $150 million in projects that have
either been recently added to our backlog or are in the final stages of
negotiations," Dane said.  "These projects illustrate the diversity that is
Halter's strength and that will enable it to weather a downturn in the company's
core offshore energy business."

"We have been building our Company's infrastructure to support these aggressive
growth goals.  Therefore, during the coming months we will carefully evaluate
long-term market opportunities and short-term infrastructure demands and make
the necessary cost reductions while preserving our ability to capitalize on the
inevitable energy market rebound," Dane said.


Certain statements (other than statements of historical fact) contained in this
announcement are forward-looking statements.  Forward-looking statements are
generally 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 include risks such as intense
competition, contractual, labor, regulatory and other risks in the shipbuilding
industry, and risks relating to the market for offshore support vessels and
offshore mobile rigs.  All forward-looking statements in this announcement are
expressly qualified in their entirety by the cautionary statements in this
paragraph.


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