HALTER MARINE GROUP INC
8-K, 1999-01-20
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): JANUARY 20, 1999
                                        

                           HALTER MARINE GROUP, INC.
            (Exact name of registrant as specified in its charter)


         DELAWARE                     1-12159                 72-2656828
(State or other jurisdiction   (Commission File Number)     (IRS Employer 
     of incorporation)                                    Identification No.)   

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

       Registrant's telephone number, including area code:  228/896-0029
<PAGE>
 
ITEM 5.  OTHER EVENTS
 
     PRESS RELEASE AMENDING EARLIER OUTLOOK FOR THIRD QUARTER FY99 EARNINGS

     On January 19, 1999 the Company issued a press release (the "Press
Release") amending an earlier earnings outlook 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
         January 19, 1999


                                       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: January 20, 1999        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


                                 PRESS RELEASE

                                                   For release: January 19, 1999
                         Contact: Rick S. Rees, Executive Vice President and CFO
                          John S. Hastings, Vice President of Investor Relations
                                                                  (228) 896-0029

             HALTER MARINE GROUP REVISES EARLIER EARNINGS OUTLOOK

GULFPORT, MS, January 19, 1999--Halter Marine Group, Inc. (AMEX: HLX) today
announced that the Company is revising downward its previous expectation for
financial results for the quarter ended December 31, 1998.  On December 28, the
Company announced that it expected earnings for the third quarter to be
marginally profitable.  The Company now anticipates that reported results will
represent a loss of approximately $0.03 per share after taking into effect the
positive impact of a $6.9 million income tax benefit.

The downward revision is based on evaluation of operating results for the full
quarter whereas the earlier announcement was based on results through the first
two months of the quarter.  The change in earnings expectations principally
results from additional losses on two drill barge projects under contract at the
company's TDI-Halter subsidiary.

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.  To participate in the conference call, dial (800) 700-7860 at
least 15 minutes prior to the start.  A replay of the call will be available
until February 10 by calling (800) 475-6701 and entering access code 429862.

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, risks relating to the market for offshore support vessels and offshore
mobile rigs, and the risks associated with fixed-price contracts for customized
marine equipment.  All forward-looking statements in this announcement are
expressly qualified in their entirety by the cautionary statements in this
paragraph.


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