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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): NOVEMBER 3, 1999
FRIEDE GOLDMAN HALTER, INC.
(FORMERLY KNOWN AS FRIEDE GOLDMAN INTERNATIONAL INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
MISSISSIPPI 0-22595 72-1362492
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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13085 INDUSTRIAL SEAWAY ROAD
GULFPORT, MISSISSIPPI 39503
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES
AND ZIP CODE)
(228) 896-0029
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective on November 3, 1999, Halter Marine Group, Inc., a Delaware
corporation ("Halter Marine"), merged with and into Friede Goldman International
Inc., a Mississippi corporation ("Friede Goldman"), with Friede Goldman
surviving the merger (the "Merger") pursuant to an Agreement and Plan of Merger
dated as of June 1, 1999, as amended by Amendment No. 1 to Agreement and Plan of
Merger dated as of September 14, 1999 (the "Merger Agreement"). At the
effective time of the Merger, Friede Goldman changed its name to "Friede Goldman
Halter, Inc."
Pursuant to the Merger Agreement, each outstanding share of Halter
Marine common stock, par value $0.01 per share ("Halter Marine Common Stock"),
issued and outstanding immediately prior to the effective time of the Merger was
converted into the right to receive 0.57 of a share of common stock, par value
$0.01, of Friede Goldman Halter, Inc. ("Friede Goldman Halter Common Stock").
Cash will be paid in lieu of fractional shares of Friede Goldman Halter Common
Stock. The consideration of the Merger was determined through negotiations
between the managements of Friede Goldman and Halter Marine and was approved by
their respective board of directors. The terms of the Merger Agreement were
described in the Joint Proxy Statement/ Prospectus of Friede Goldman and Halter
Marine dated September 27, 1999, which was included in Friede Goldman's
Registration Statement on Form S-4 (File No. 333-87853).
The shareholders of Friede Goldman and Halter Marine approved the
Merger and certain matters related to the Merger at their respective special
meetings held on October 28, 1999.
On November 3, 1999, Friede Goldman issued a press release announcing
the consummation of the Merger and related matters. A copy of the press release
is attached as an exhibit hereto and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The financial statements of Halter Marine are hereby incorporated by
reference to the Annual Report of Halter Marine on Form 10-K for the year ended
March 31, 1999 and the Quarterly Report of Halter Marine on Form 10-Q for the
quarterly period ended June 30, 1999.
(b) PRO FORMA FINANCIAL INFORMATION
The pro forma financial information related to the consummation of the
merger is hereby incorporated by reference to the Registration Statement on Form
S-4 of Friede Goldman International Inc. (File No. 333-87853).
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(C) EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of June 1,
1999, between Friede Goldman International Inc. and
Halter Marine Group, Inc. (incorporated by reference
to Annex A to the Joint Proxy Statement/Prospectus
included as part of Friede Goldman International
Inc.'s Registration Statement on Form S-4 (File No.
333-87853) filed with the SEC on September 27, 1999).
2.2 Amendment No. 1 to Agreement and Plan of Merger,
dated as of September 14, 1999 (incorporated by
reference to Annex B to the Joint Proxy
Statement/Prospectus included as part of Friede
Goldman International Inc.'s Registration Statement
on Form S-4 (File No. 333-87853) filed with the SEC
on September 27, 1999).
*99.1 Press Release issued by Friede Goldman Halter, Inc.
on November 3, 1999.
___________________
* Filed herewith.
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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 hereunto duly authorized.
FRIEDE GOLDMAN HALTER, INC.
Date: November 3, 1999
By: /s/ Rick S. Rees
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Rick S. Rees
Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of June 1,
1999, between Friede Goldman International Inc. and
Halter Marine Group, Inc. (incorporated by reference
to Annex A to the Joint Proxy Statement/Prospectus
included as part of Friede Goldman International
Inc.'s Registration Statement on Form S-4 (File No.
333-87853) filed with the SEC on September 27, 1999).
2.2 Amendment No. 1 to Agreement and Plan of Merger,
dated as of September 14, 1999 (incorporated by
reference to Annex B to the Joint Proxy
Statement/Prospectus included as part of Friede
Goldman International Inc.'s Registration Statement
on Form S-4 (File No. 333-87853) filed with the SEC
on September 27, 1999).
*99.1 Press Release issued by Friede Goldman Halter, Inc.
on November 3, 1999.
___________________
* Filed herewith.
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EXHIBIT 99.1
LOGO FRIEDE | GOLDMAN | HALTER
FRIEDE GOLDMAN INTERNATIONAL AND HALTER MARINE GROUP
COMPLETE MERGER
Friede Goldman Halter is World Leader in Design and Manufacture
of Equipment for Maritime and Offshore Energy Industries
JACKSON AND GULFPORT, MS, NOVEMBER 3, 1999 -- Friede Goldman International Inc.
(NYSE: FGI) and Halter Marine Group, Inc. (AMEX: HLX) today announced that the
two companies have completed their previously announced merger and the name of
the combined company is now Friede Goldman Halter, Inc. The company will begin
trading on the New York Stock Exchange under the new symbol "FGH" starting on
November 4.
"We are extremely pleased to have completed this merger," said J. L. Holloway,
chairman and chief executive officer of Friede Goldman Halter. "The several
months of merger integration activities have highlighted the obvious synergies
that this merger will produce for our customers and our shareholders. Our
strategy has been agreed upon and management is committed to executing that plan
as quickly as possible."
Actions slated for completion prior to year-end 1999 include:
. Close Friede's corporate offices in Jackson and combine management
personnel at Halter's existing corporate headquarters in Gulfport.
. Close TDI-Halter's Houston sales office and consolidate all marketing and
development activities related to the offshore energy industry at Friede's
Houston office.
. Evaluate the profitability and efficiency of all production facilities,
and identify facilities for sale, closure or reallocation of use.
. Implement administrative and employee benefit programs and work policies
that reflect best practices of each of the Friede and Halter organizations.
. Implement a shared services organization that will provide enhanced
corporate services at a lower overall cost.
"Over the longer term, we anticipate achieving significant savings through the
implementation of a company-wide strategic sourcing program for the purchase of
parts and materials, as well as through the successful integration of our
complementary offshore and engineered products businesses," Holloway said.
"With market conditions in the important offshore energy business steadily
improving, we intend to provide greater value than ever before to our customers
and maintain and build market share."
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FRIEDE GOLDMAN, HALTER COMPLETE MERGER
NOVEMBER 3, 1999
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The merger received shareholder approvals on October 28 and was completed after
finalizing a new credit facility with a group of banks led by Wells Fargo and
Bank One.
Under the terms of the merger agreement, Halter shareholders will exchange each
Halter share for 0.57 of a share of Friede Goldman International common stock.
The exchange of shares is a tax-free transaction for former Halter Marine Group
shareholders. Cash will be paid in lieu of a fractional share. Registered
holders of Halter Marine Group shares will receive stock transfer materials,
including a letter of transmittal, in the near future. Stockholders who hold
their shares in "street name" through a broker will have their shares exchanged
automatically.
Friede Goldman Halter is a world leader in the design and manufacture of
equipment for the maritime and offshore energy industries. Its operating units
are Friede Goldman Offshore (construction, upgrade and repair of drilling units,
mobile production units and offshore construction equipment), Halter Marine
(construction and repair of ocean-going vessels for commercial and governmental
markets), FGH Engineered Products Group (design and manufacture of cranes,
winches, mooring systems and marine deck equipment), and Friede & Goldman Ltd.
(naval architecture and marine engineering).
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 S-4 and other filings with the Securities and Exchange Commission for
Friede Goldman International and Halter Marine Group.
# # #
Contact:
John S. Hastings
Investor Relations and Corporate Communications
(228) 897-4987
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