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UNITED STATES
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): JUNE 1, 1999
FRIEDE GOLDMAN INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
MISSISSIPPI 0-22595 72-1362492
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
525 EAST CAPITAL STREET, 7TH FLOOR
JACKSON, MISSISSIPPI 39201
(Address of principal executive offices and zip code)
(601) 352-1107
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On June 1, 1999 the Friede Goldman International Inc. (NYSE: FGI) jointly
issued a press release (the "Press Release") with Halter Marine Group, Inc.
(AMEX: HLX) announcing that the two companies have signed a definitive agreement
to enter into a strategic combination. For additional information, reference is
made to the Press Release, a copy of which is attached as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 -- Joint Press Release issued by Friede Goldman International Inc.
and Halter Marine Group, Inc. on June 1, 1999
2
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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 thereunto duly authorized.
Date: June 2, 1999 FRIEDE GOLDMAN INTERNATIONAL INC.
By: /s/ James A. Lowe, III
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James A. Lowe, III
General Counsel
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EXHIBIT INDEX
Exhibit No. Page No.
- ----------- --------
Exhibit 99.1 -- Joint Press Release issued by Friede Goldman International
Inc. and Halter Marine Group, Inc. on June 1, 1999
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EXHIBIT 99.1
PRESS RELEASE
FRIEDE GOLDMAN INTERNATIONAL AND HALTER MARINE GROUP TO ENTER
INTO STRATEGIC COMBINATION
Friede Goldman Halter, Inc. to be a World Leader
in Offshore Energy Design, Engineering and Manufacturing
Conference Call Scheduled for 10 a.m. EST Wednesday
JACKSON AND GULFPORT, MS. - JUNE 1, 1999 - Friede Goldman International Inc.
("Friede Goldman") (NYSE: FGI) and Halter Marine Group, Inc. ("Halter") (AMEX:
HLX) today announced the signing of a definitive agreement to enter into a
strategic combination. The combined company will be a world leader in the
offshore energy design, engineering and manufacturing industry.
Based on the most recently published data for each company, the combined company
- -- to be named Friede Goldman Halter, Inc. -- will have a backlog of more than
$1 billion and a workforce of more than 12,000. On a proforma basis for the 12
months ended March 31, 1999, the combined company would have generated revenue
of nearly $1.5 billion and would have total assets of over $900 million.
Under the terms of the "merger of equals" agreement, each Halter share will be
exchanged for 0.4614 of a share of Friede Goldman. Based on the closing price
for Friede Goldman stock on Tuesday, June 1, the exchange rate values Halter
shares at $7.55, or a 28% premium over the average for the 30 trading days ended
May 25. The exchange of shares is expected to be tax free and the transaction
accounted for as a purchase.
Following the merger, the combined companies will be headquartered in Gulfport.
Friede Goldman Chairman and Chief Executive Officer J.L. Holloway will serve as
chairman and CEO of Friede Goldman Halter, with Halter Chairman, President and
CEO John Dane III serving as vice chairman, president and chief operating
officer. The agreement between the companies provides for a management
successor plan that is intended to result in Mr. Dane succeeding Mr. Holloway as
chairman and CEO in two years. The merger agreement, which has been approved by
the boards of directors of both companies, is subject to customary closing
conditions, including shareholder and regulatory approvals, and is expected to
close in the fall of 1999. Mr. Holloway has agreed to vote his shares in favor
of the merger transaction. Shares of the combined company stock will continue to
be listed on the New York Stock Exchange.
As part of the merger, Rick S. Rees, Halter's current executive vice president
and chief financial officer, will remain in that capacity for the combined
company. John F. Alford, an executive vice president with Friede Goldman, will
also serve in his same capacity in the combined company.
The board of directors of the new company will include Messrs. Holloway and Dane
and nine outside directors: five nominated by Friede Goldman and four by Halter
Marine.
"We are very pleased to bring together two of the most respected names in the
offshore energy industry," Mr. Holloway said. "By joining forces, we can
optimize our merged production capacity while reducing costs to truly compete on
a global scale against our formidable foreign competitors. Our customers will
benefit not only from these greater efficiencies but from the commitment to
quality and timely deliveries that have been a hallmark of both companies. Our
employees will benefit from
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FRIEDE GOLDMAN, HALTER MARINE GROUP TO MERGE
JUNE 1, 1999
PAGE 2
the stability that comes with a strong backlog and, most importantly, our
shareholders will benefit from the increased operating and financial synergies
that the merger will provide."
"This merger also offers instant diversification for Friede Goldman
shareholders," Mr. Holloway said. "Halter Marine's strong presence in the
commercial and government markets will provide additional revenue visibility to
help the combined company weather the cycles of the offshore energy industry."
"This merger provides a win-win situation for both companies and for all of our
customers," Mr. Dane said. "Halter's business process re-engineering program
has identified the significant upside opportunities that come from a large-scale
vessel manufacturing organization. Friede Goldman's production and engineering
teams have ably proven their expertise in the rig construction business. By
combining the best practices of each segment, the combined company will be able
to offer high-quality products at prices and delivery schedules that will
satisfy both customers and shareholders."
"Friede Goldman Halter will also maintain an Engineered Products division by
combining the assets of Friede Goldman's Brissonneau & Lotz Marine (BLM)
European operations with Halter's AmClyde, Fritz Culver and McElroy brands,"
Dane said. "BLM's diverse product line will complement the strong franchise
that AmClyde and Fritz Culver hold in the offshore energy industry," Mr. Dane
said.
"Another exciting aspect of the merger is the combined design and engineering
talents that Friede Goldman Halter can offer," Mr. Holloway concluded. "Friede
& Goldman pioneered offshore drilling rig design in the 1950s at the same time
that Halter Marine was developing the benchmark for the offshore service fleet
and AmClyde was establishing itself as a leader in the heavy-lift crane market.
Together, the Friede Goldman Halter team will have more than 400 engineering
professionals and can design and build the world's most advanced offshore marine
equipment."
Key benefits of the proposed merger include:
DEEPWATER OPPORTUNITIES: The combined company will be in an excellent position
to compete for the fabrication of deepwater exploration and production
equipment. Currently, Friede Goldman and Halter Marine Group have multiple
deepwater semisubmersible projects under way at seven different U.S. facilities.
This domestic fabrication capability is bolstered by Friede Goldman's experience
in outsourcing hull section fabrication to the Far East and Canada for
completion in the U.S., resulting in competitive delivery schedules and pricing.
Halter Marine Group's joint venture with ABB Oil & Gas, B.V. for the
operation of the Belleli Offshore International yard in Taranto, Italy offers
the combined company an unparalleled opportunity to compete in the global market
for deepwater production facilities. The Belleli facility has built the hull
sections for more tension-leg platforms than any other fabricator in the world.
By leveraging Halter's existing relationship with ABB, Friede Goldman Halter
will have the international credentials to compete for all deepwater production
projects.
ENGINEERING EXPERTISE: Friede Goldman Halter will have a combined design and
engineering team with more than 400 professionals on staff and will be able to
offer a wide variety of proven, proprietary designs for drilling rigs, ocean-
going and inland vessels and engineered products.
LABOR STABILITY: With a combined workforce of more than 12,000, Friede
Goldman Halter will have the ability to compete on a global scale for large,
complex fabrication projects.
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FRIEDE GOLDMAN, HALTER MARINE GROUP TO MERGE
JUNE 1, 1999
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COST SAVINGS: Management anticipates that the combined company will be able
to generate synergistic cost savings and production efficiencies from
elimination of corporate redundancies through implementation of a shared
services organization, adoption of strategic sourcing initiatives, and
implementation of operational best practices.
A conference call to discuss the merger is scheduled for 10 a.m. EST. To
participate in the call, domestic callers may dial (800) 388-8975 and
international callers may dial (973) 694-6836 at least 10 minutes prior to the
start of the call.
Jefferies & Co. served as financial advisor and provided a fairness opinion to
Friede Goldman. Donaldson, Lufkin and Jenrette served as financial advisor and
provided a fairness opinion to Halter.
Friede Goldman International Inc. is a leading provider of offshore drilling
services, including design, engineering, new construction, repair, retrofit, and
conversion. FGI 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 Marine Group, Inc. 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 Marine Group, Inc. 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. Forward-looking statements 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 filings with the Securities and Exchange Commission for Friede
Goldman International and Halter Marine Group.
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