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 14, 1999
HALTER MARINE GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-12159 75-2656828
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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>
2
Item 5. Other Events.
On September 14, 1999, the Company and Friede Goldman
International Inc., a Mississippi corporation ("Friede Goldman"), entered into
an amendment (the "Amendment") to the Agreement and Plan of Merger, dated June
1, 1999, between the Company and Friede Goldman.
A copy of the Amendment and the joint press release, dated
September 14, 1999, issued by the Company and Friede Goldman announcing the
execution of the Amendment are attached hereto as Exhibits 99.1 and 99.2
respectively. The Amendment and the joint press release are hereby incorporated
by reference in their entirety.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
99.1. Amendment No. 1, dated September 14, 1999, to the Agreement
and Plan of Merger, dated June 1, 1999, between Halter
Marine Group, Inc. and Friede Goldman International Inc.
99.2. Joint Press Release, dated September 14, 1999, of Halter
Marine Group, Inc. and Friede Goldman International Inc.
<PAGE>
3
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
99.1. Amendment No. 1, dated September 14, 1999, to the Agreement and Plan
of Merger, dated June 1, 1999, between Halter Marine Group, Inc. and
Friede Goldman International Inc.
99.2. Joint Press Release, dated September 14, 1999, of Halter Marine
Group, Inc. and Friede Goldman International Inc.
<PAGE>
4
SIGNATURES
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, 1999 /s/ Rick S. Rees
--------------------------------------------
Name: Rick S. Rees
Title: Executive Vice President and
Chief Financial Officer
AMENDMENT NO. 1
AMENDMENT NO. 1, dated as of September 14, 1999 (this
"Amendment"), between HALTER MARINE GROUP, INC., a Delaware corporation ("Halter
Marine"), and FRIEDE GOLDMAN INTERNATIONAL INC., a Mississippi corporation
("Friede Goldman").
WHEREAS, Halter Marine and Friede Goldman are parties to an
Agreement and Plan of Merger, dated as of June 1, 1999 (the "Merger Agreement";
terms defined in the Merger Agreement and not otherwise defined herein are being
used herein as therein defined);
WHEREAS, the Boards of Directors of Halter Marine and Friede
Goldman have determined that it is appropriate to amend the Merger Agreement as
set forth in this Amendment; and
WHEREAS, pursuant to Section 8.03 of the Merger Agreement,
the Merger Agreement may be amended by the parties hereto.
NOW THEREFORE, in consideration of the premises and for other
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto hereby agree as follows:
ARTICLE I
AMENDMENTS TO THE MERGER AGREEMENT
SECTION 1.01. Amendment to Preamble. The Preamble to the
Merger Agreement is hereby amended by deleting the phrase "(this "Agreement")"
in its entirety and inserting in lieu thereof the phrase "(as amended by
Amendment No. 1, this "Agreement")".
SECTION 1.02. Amendment to Section 2.01(a). Section 2.01(a)
of the Merger Agreement is hereby amended by deleting the number "0.4614" in the
fifth line thereof and inserting in lieu thereof the number "0.57".
SECTION 1.03. Amendment to Section 6.06. Section 6.06 of the
Merger Agreement is hereby amended by adding the following new paragraph (d) at
the end of Section 6.06:
"(d) Each party shall cooperate with the other and
shall use all commercially reasonable efforts to promptly
arrange bank financing for the Surviving Corporation
necessary to satisfy the condition set forth in Section
<PAGE>
2
7.01(g) hereof."
SECTION 1.04. Amendment to Section 6.07. Section 6.07 of the
Merger Agreement is hereby amended by deleting the section reference to "9(d)"
of the Halter Marine 1996 Plan in the tenth line thereof and inserting in lieu
thereof "10(e)".
SECTION 1.05. Amendment to Section 7.01. Section 7.01 of the
Merger Agreement is hereby amended by adding the following new paragraph (g) at
the end of Section 7.01:
"(g) Financing. Bank financing of at least $175
million shall have been arranged for the Surviving
Corporation effective as of the Effective Time on terms
reasonably acceptable to Halter Marine and Friede Goldman and
that in the reasonable judgment of both Halter Marine and
Friede Goldman would meet the needs of the Surviving
Corporation."
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Representations of Halter Marine. Halter
Marine hereby represents and warrants to Friede Goldman as follows:
(a) Halter Marine has all necessary corporate power and
authority to execute and deliver this Amendment, to perform its
obligations under the Merger Agreement (as amended by this Amendment)
and to consummate the transactions contemplated by the Merger
Agreement (as amended by this Amendment).
(b) The execution and delivery of this Amendment by Halter
Marine have been duly and validly authorized by all necessary
corporate action and no other corporate proceedings on the part of
Halter Marine are necessary to authorize this Amendment.
(c) This Amendment has been duly and validly executed and
delivered by Halter Marine and, assuming the due authorization,
execution and delivery by Friede Goldman, the Merger Agreement (as
amended by this Amendment) constitutes the legal, valid and binding
obligation of Halter Marine, enforceable against Halter Marine in
accordance with its terms (except insofar as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally, or
principles governing the availability of equitable remedies).
<PAGE>
3
SECTION 2.02. Representations and Warranties of Friede
Goldman. Friede Goldman hereby represents and warrants to Halter Marine that:
(a) Friede Goldman has all necessary corporate power and
authority to execute and deliver this Amendment, to perform its
obligations under the Merger Agreement (as amended by this Amendment)
and to consummate the transactions contemplated by the Merger
Agreement (as amended by this Amendment).
(b) The execution and delivery of this Amendment by Friede
Goldman have been duly and validly authorized by all necessary
corporate action and no other corporate proceedings on the part of
Friede Goldman are necessary to authorize this Amendment.
(c) This Amendment has been duly and validly executed and
delivered by Friede Goldman and, assuming the due authorization,
execution and delivery by Halter Marine, the Merger Agreement (as
amended by this Amendment) constitutes the legal, valid and binding
obligation of Friede Goldman, enforceable against Friede Goldman in
accordance with its terms (except in each such case insofar as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally, or principles governing the availability of equitable
remedies).
ARTICLE III
GENERAL PROVISIONS
SECTION 3.01. Effect on Merger Agreement. Except as amended
hereby, the provisions of the Merger Agreement are and shall remain in full
force and effect.
SECTION 3.02. Counterparts. This Amendment may be executed in
two counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Amendment by telecopier shall
be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 3.03. Governing Law. This Amendment shall be
governed by and construed in accordance with the Laws of the State of Delaware
as applied to contracts executed and to be performed entirely in such state.
SECTION 3.04. Entire Agreement. The Merger Agreement (as
amended by this Amendment) and the Confidentiality Agreements constitute the
entire agreement of the parties
<PAGE>
4
hereto with respect to the subject matter hereof and supercede all prior
agreements and undertakings, both written and oral between Halter Marine and
Friede Goldman with respect to the subject matter hereof.
<PAGE>
IN WITNESS WHEREOF, Friede Goldman and Halter Marine have
each caused this Amendment to be executed as of the date first written above by
their respective officers thereunto duly authorized.
HALTER MARINE GROUP, INC.
By: /s/ Rick S. Rees
----------------------------------------
Name: Rick S. Rees
Title: Executive Vice President
FRIEDE GOLDMAN INTERNATIONAL INC.
By: /s/ John F. Alford
----------------------------------------
Name: John F. Alford
Title: Executive Vice President
FOR IMMEDIATE RELEASE
September 14, 1999
Contact: John Hastings, Halter Marine Group
(228) 897-4987
Natalie Pittman, Friede Goldman International
(601) 352-1107
Halter Marine Group and Friede Goldman International
Agree to Amend Terms of Merger
GULFPORT and JACKSON, MS - Halter Marine Group, Inc. ("Halter") (AMEX: HLX) and
Friede Goldman International Inc. ("Friede Goldman") (NYSE: FGI) announced today
that they have agreed to amend the terms of their proposed merger due to
developments related to a contract dispute with a significant customer, as
previously disclosed by Friede Goldman. Under the revised merger agreement, each
Halter share will be converted into 0.57 of a share of Friede Goldman. The
closing under the revised merger agreement will also be subject to the
arrangement of bank financing for the combined company on terms mutually
agreeable to Halter and Friede Goldman. The merger proposal was announced on
June 1, 1999 and originally provided for the exchange of 0.4614 of a Friede
Goldman share for each Halter share. The boards of directors of both companies
have approved the revised merger terms, and the investment banking firms
representing the two companies have delivered fairness opinions based on the
revised terms.
In late August, the parties received early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act. Assuming approval of
the merger at the stockholder meetings of Friede Goldman and Halter, the parties
expect to close the merger early in the fourth quarter of calendar year 1999.
"We are pleased that this amendment to the terms of the proposed merger will
allow us to move forward to complete the merger," said Friede Goldman Chairman
and CEO J. L. Holloway. "We continue to believe that the merger will provide a
win-win situation for both companies and for all of our customers."
"We continue to be excited about the benefits to both companies from this
merger, including complementary product lines and expertise as well as financial
synergies," said Halter Chairman, President and CEO John Dane III.
-more-
<PAGE>
Halter, Friede Goldman Amend Merger Terms
September 14, 1999
Page 2
Friede Goldman is a leading provider of offshore drilling services, including
design, engineering, new construction, repair, retrofit, and conversion. The
company operates Friede & Goldman, Ltd., the world's leading naval architecture
and marine engineering firm for the offshore drilling market. The company also
operates four shipyards in the U.S. and Canada through its subsidiaries HAM
Marine, Friede Goldman Offshore, and Friede Goldman Newfoundland. The company
also designs, manufactures, and markets equipment for the worldwide offshore
industry through its subsidiary Brissonneau & Lotz Marine.
Halter is the world's foremost provider of design, construction, repair and
conversion services for vessels, offshore drilling rigs and engineered products
serving the offshore energy industry. Its vessel segment is also a leading
provider of small to medium-sized ocean-going vessels for government/military
and commercial markets. Halter meets its customer requirements through multiple
domestic production facilities, four international ventures, a domestic
workforce of approximately 7,500 skilled craftsmen, engineers and administrative
personnel, and a reputation for quality and performance that is unsurpassed.
The statements contained in this press release that are not historical in nature
are forward-looking statements. The forward-looking statements contained
here-in are based on current expectations and are not guarantees since there are
inherent difficulties in predicting future results, and actual results could
differ materially from those expressed or implied in the forward-looking
statements. These factors include, without limitation, those disclosed in the
Form 10-K and 10-Q filings with the Securities and Exchange Commission for
Friede Goldman International and Halter Marine Group.
###
