<PAGE>
Filed Pursuant to Rule 424(b)(3)
SEC File No. 333-38491
Supplement No. 7 Dated August 27, 1999
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 COMMON COMMON
--------- ------ ------
PRINCIPAL AMOUNT OF STOCK OWNED STOCK
--------- --------- ----------- -----
NAME OF SELLING AMOUNT OF NOTES OFFERED PRIOR TO OFFERED
--------------- --------- ------------- -------- -------
SECURITYHOLDER NOTES OWNED HEREBY OFFERING (1) HEREBY (2)
-------------- ----------- ------ ------------ ----------
<S> <C> <C> <C> <C>
J.P. Morgan & Co. Inc........ $ 6,000,000 $ 6,000,000 194,376 190,467
Merrill Lynch, Pierce,
Fenner & Smith, Inc......... $ 4,000,000 $ 4,000,000 126,984 126,984
Paloma Securities
LLC (3)...................... $ 500,000 $ 500,000 15,873 15,873
-------------- ----------- ------- -------
$10,500,000.00 $10,500,000 337,233 333,324
============== =========== ======= =======
</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) This information replaces the information pertaining to such Selling
Securityholder 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.
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