<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for use of the Commission only (as permitted by Rule 14a-
6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
FRIEDE GOLDMAN INTERNATIONAL INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[Letterhead of Friede Goldman International Inc.]
October 3, 1997
To Our Stockholders:
On behalf of the Board of Directors, I cordially invite all stockholders to
attend the Special Meeting of Stockholders of Friede Goldman International
Inc. (the "Company") to be held on Friday, October 31, 1997, at 9:00 a.m. at
the Capital Club, Capital Towers, 19th Floor, 125 S. Congress Street, Jackson,
Mississippi 39201. Proxy materials, which include a Notice of the Meeting, and
a proxy card, are enclosed with this letter.
At the Special Meeting, stockholders will be asked to approve an amendment
to the Company's Certificate of Incorporation to increase the authorized
number of shares of the Company's Common Stock, par value $0.01 per share. The
Board of Directors of the Company has determined that the proposed amendment
to the Company's Certificate of Incorporation is in the best interests of the
Company. ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
THE PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION.
It is important that your shares be represented at the Special Meeting.
Whether or not you plan to attend the Special Meeting, please complete, date,
sign and return the enclosed proxy card promptly in the enclosed postage paid
envelope. If you attend the Special Meeting, you may revoke your proxy and
vote in person if you wish, even though you may have previously returned your
proxy. If your shares are not registered in your own name and you would like
to attend the meeting, please ask the broker, trust, bank or other nominee
that holds the shares to provide you with evidence of your share ownership.
Sincerely,
J. L. Holloway,
Chairman of the Board of Directors,
President and Chief Executive
Officer
<PAGE>
FRIEDE GOLDMAN INTERNATIONAL INC.
525 E. CAPITOL STREET, SUITE 402
JACKSON, MISSISSIPPI 39201
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 31, 1997
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TO THE STOCKHOLDERS:
The Special Meeting of Stockholders of Friede Goldman International Inc.,
(the "Company"), will be held at the Capital Club, Capital Towers, 19th Floor,
125 S. Congress Street, Jackson, Mississippi 39201 at 9:00 a.m. on Friday,
October 31, 1997, for the following purposes:
1. To consider and act upon a proposal of the Board of Directors of the
Company to approve and adopt the Amendment to the Company's Amended and
Restated Certificate of Incorporation to increase the number of
authorized shares of common stock from 25,000,000 to 100,000,000.
2. Any and all matters incident to the foregoing, and such other business
as may legally come before the meeting and any adjournments or
postponements thereof.
The close of business on Wednesday, October 2, 1997, has been fixed by the
Board of Directors of the Company as the record date for the determination of
stockholders entitled to notice of and to vote at the Special Meeting. We urge
you to sign and date the enclosed proxy and return it promptly by mail in the
enclosed envelope, whether or not you plan to attend the meeting in person. No
postage is required if mailed in the United States. If you do attend the
meeting in person, you may withdraw your proxy and vote personally on all
matters brought before the meeting.
By Order of the Board of Directors,
James A. Lowe, III
General Counsel and Secretary
Jackson, Mississippi
October 3, 1997
<PAGE>
FRIEDE GOLDMAN INTERNATIONAL INC.
525 E. CAPITOL STREET, SUITE 402
JACKSON, MISSISSIPPI 39201
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PROXY STATEMENT
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SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 31, 1997
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This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Friede Goldman International Inc., a Delaware
corporation (the "Company"), for use at the Company's Special Meeting of
Stockholders or any postponement or adjournment thereof (the "Special
Meeting") to be held at the Capital Club, Capital Towers, 19th Floor, 125 S.
Congress Street, Jackson, Mississippi 39201 at 9:00 a.m. on Friday, October
31, 1997, for those purposes set forth in the notice attached hereto. This
Proxy Statement and the accompanying proxy card are being mailed to
stockholders on or about October 6, 1997.
VOTING AND VOTE REQUIRED
The presence of the holders of a majority of the issued and outstanding
shares of the Company's common stock, par value $.01 per share ("Common
Stock"), entitled to vote at the Special Meeting, either in person or
represented by properly executed proxies, is necessary to constitute a quorum
for the transaction of business at the Special Meeting. If there are not
sufficient shares represented in person or by proxy at the Special Meeting to
constitute a quorum, the Special Meeting may be postponed or adjourned in
order to permit further solicitation of proxies by the Company. Abstentions
are counted as "shares present" at the meeting for purposes of determining the
presence of a quorum while broker non-votes (which result when a broker
holding shares for a beneficial owner has not received timely voting
instructions on certain matters from such beneficial owner) are not considered
"shares present" with respect to any matter. A proxy will be voted in the
manner specified on the proxy, or if no manner is specified, it will be voted
in favor of the proposal set forth in the notice attached hereto.
Each share of Common Stock entitles the holder to one vote on each matter
presented at the Special Meeting. The approval of the proposal will require
the affirmative vote of holders of a majority of the shares present in person
or represented by duly executed proxy at the Special Meeting and entitled to
vote on the subject matter. In determining the number of votes cast, shares
abstaining from voting or not voted will not be counted as votes cast.
RECORD DATE AND SHARES OF COMMON STOCK OUTSTANDING
The Board of Directors has fixed the close of business on October 2, 1997 as
the record date for the determination of stockholders entitled to notice of
and to vote at the Special Meeting. At the close of business on the record
date, the Company had outstanding and entitled to vote 24,405,042 shares of
its Common Stock (which number of shares gives effect to a two-for-one stock
split effected in the form of a stock dividend to all stockholders of record
as of the close of business on October 1, 1997). There are no other classes of
voting securities of the Company outstanding.
REVOCATION OF PROXY
Stockholders submitting proxies may revoke them at any time before they are
voted on by (i) notifying James A. Lowe, III, Secretary of the Company, in
writing of such revocation, (ii) by execution of a subsequent proxy sent to
Mr. Lowe, or (iii) by attending the Special Meeting in person and giving
notice of revocation. Notices to Mr. Lowe referenced in (i) and (ii) should be
directed to James A. Lowe, III, Secretary, Friede Goldman International Inc.,
525 E. Capitol Street, Suite 402, Jackson, Mississippi 39201.
<PAGE>
AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
GENERAL
The Board of Directors of the Company believes it would be advantageous to
amend Article FOURTH of the Company's Amended and Restated Certificate of
Incorporation to increase the aggregate number of shares of Common Stock which
the Company is authorized to issue from 25,000,000 to 100,000,000 (the
"Amendment"). The Amendment would change the first paragraph of Article Fourth
of the Company's Amended and Restated Certificate of Incorporation, as
amended, to read as follows:
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 105,000,000 shares, of
which 5,000,000 shares shall be Preferred Stock, par value $0.01 per
share, and 100,000,000 shares shall be Common Stock, par value $0.01 per
share.
The Board of Directors believes that it is necessary to have a reserve of
authorized shares available for issuance from time to time to meet the
financing requirements of the Company, including their issuance in connection
with share dividends or share splits or for other corporate purposes not now
determinable. The proposed increase in the number of authorized shares of
Common Stock is designed to provide the Company with additional flexibility in
pursuing its long-range business objectives. Although there are no present
plans which would result in the need for additional shares of Common Stock to
be issued, management is continually considering the desirability of corporate
actions which might create such a need. Frequently, opportunities arise that
require prompt issuance of shares. A delay occasioned by the need for
stockholder approval of an amendment to increase the authorized shares, even
though stockholders' approval is not required for the specific transaction,
could be detrimental to the Company and its stockholders. If this proposal is
approved by the Company's stockholders, the Board of Directors would have the
authority to issue the additional authorized shares of Common Stock without
the requirement for any further vote or other action on the part of the
stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO
APPROVE AND ADOPT THE AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK. THE SHARES OF COMMON STOCK REPRESENTED BY RETURNED PROXY CARDS
WILL BE VOTED FOR THE AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION UNLESS OTHERWISE SPECIFIED.
2
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table, together with the accompanying footnotes, sets forth
information, as of October 2, 1997, regarding share ownership of all persons
known by the Company to own 5% or more of the outstanding shares of Common
Stock, and all executive officers and directors of the Company.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK PERCENT
BENEFICIALLY OF
OWNED(1)(2) OWNERSHIP
------------ ---------
<S> <C> <C>
J.L. Holloway(3)........................................ 10,400,000 42.6%
Carl M. Crawford........................................ 1,572,870 6.6%
Richard L. Marler....................................... -- --
Ronald W. Schnoor....................................... 585,262 2.5%
James A. Lowe, III...................................... 113,640 *
John F. Alford.......................................... 56,820 *
Bruce G. Malcolm........................................ -- --
Jerome L. Goldman....................................... -- --
Raymond E. Mabus, Jr. .................................. -- --
Howell W. Todd.......................................... -- --
All executive officers and directors as a group (10
persons)............................................... 12,728,592 52.2%
</TABLE>
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* Less than one percent.
(1) Gives effect to a two-for-one stock split, effected in the form of a stock
dividend to all stockholders of record as of the close of business on
October 1, 1997.
(2) Excludes shares of Common Stock issuable pursuant to stock options not
exercisable within 60 days of the date of this Proxy Statement.
(3) Includes 1,920,500 shares of Common Stock owned by a limited partnership
of which Mr. Holloway is a general partner.
SOLICITATION EXPENSES
The expense of preparing, printing and mailing proxy solicitation materials
will be borne by the Company. In addition to solicitation of proxies by mail,
certain directors, officers, representatives and employees of the Company may
solicit proxies by telephone and personal interview. Such individuals will not
receive additional compensation from the Company for solicitation of proxies,
but may be reimbursed for reasonable out-of-pocket expenses in connection with
such solicitation. Banks, brokers and other custodians, nominees and
fiduciaries also will be reimbursed by the Company for their reasonable
expenses for sending proxy solicitation materials to the beneficial owners of
Common Stock.
3
<PAGE>
OTHER MATTERS
The Board of Directors knows of no matters that are expected to be presented
at the Special Meeting other than those described in this proxy statement.
Should any other matter properly come before the Special Meeting, however, the
persons named in the form of proxy accompanying this proxy statement will vote
all shares represented by proxies in accordance with their best judgment on
such matters.
By order of the Board of Directors,
James A. Lowe, III
General Counsel and Secretary
Jackson, Mississippi
October 3, 1997
4
<PAGE>
PROXY
FRIEDE GOLDMAN INTERNATIONAL INC.
SPECIAL MEETING OF STOCKHOLDERS
SOLICITED BY THE BOARD OF DIRECTORS OF FRIEDE GOLDMAN INTERNATIONAL INC.
The undersigned hereby appoints J. L. Holloway and James A. Lowe, III, and
each of them individually, as proxies with full power of substitution, to vote
all shares of Common Stock of Friede Goldman International Inc. that the
undersigned is entitled to vote at the Special Meeting of Stockholders thereof
to be held on October 31, 1997, or at any adjournment or postponement thereof,
as follows:
Any executed proxy which does not designate a vote shall be deemed to grant
authority for any item not designated.
Please check the following box if you plan to attend the Annual Meeting of
Stockholders in person. [_]
ALL SHARES WILL BE VOTED AS DIRECTED HEREIN AND, UNLESS OTHERWISE DIRECTED,
WILL BE VOTED "FOR" PROPOSAL 1 AND IN ACCORDANCE WITH THE DISCRETION OF THE
PERSON VOTING THE PROXY WITH RESPECT TO ANY OTHER BUSINESS PROPERLY BROUGHT
BEFORE THE MEETING.
YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO A VOTE THEREON.
PLEASE COMPLETE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED ENVELOPE.
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE
SIDE
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR AGAINST ABSTAIN
1. ADOPTION OF AMENDMENT TO COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF [_] [_] [_]
INCORPORATION TO INCREASE THE
COMPANY'S AUTHORIZED COMMON STOCK
SIGNATURE(S) _______________________________________ DATE _____________, 1997
NOTE: Please sign exactly as name appears on this card. Joint owners should
each sign. Executors, administrators, trustees, etc., should give their
full titles.
