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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): SEPTEMBER 14, 1999
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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525 EAST CAPITOL 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 September 14, 1999, the Friede Goldman International Inc., a
Mississippi corporation (the "Company"), and Halter Marine Group, Inc., a
Delaware corporation ("Halter Marine"), entered into an amendment (the
"Amendment") to the Agreement and Plan of Merger, dated June 1, 1999, between
the Company and Halter Marine.
A copy of the Amendment and the joint press release of the Company and
Halter Marine announcing the Amendment are attached hereto as Exhibits 99.1 and
99.2 respectively. The Amendment and the joint press release are hereby
incorporated by reference in their entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
None.
(B) PRO FORMA FINANCIAL INFORMATION
None.
(C) EXHIBITS
Exhibit 99.1 -- Amendment No. 1, dated September 14, 1999, between
Friede Goldman International Inc. and Halter Marine
Group, Inc. to the Agreement and Plan of Merger, dated
June 1, 1999, between Friede Goldman International Inc.
and Halter Marine Group, Inc.
Exhibit 99.2 -- Joint Press Release, dated September 14, 1999, of
Friede Goldman International Inc. and Halter Marine
Group, Inc.
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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 INTERNATIONAL INC.
Date: September 15, 1999
By: /s/ James A. Lowe, III
----------------------
James A. Lowe, III
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No.
-----------
Exhibit 99.1 -- Amendment No. 1, dated September 14, 1999, between
Friede Goldman International Inc. and Halter Marine
Group, Inc. to the Agreement and Plan of Merger, dated
June 1, 1999, between Friede Goldman International Inc.
and Halter Marine Group, Inc.
Exhibit 99.2 -- Joint Press Release, dated September 14, 1999, of
Friede Goldman International Inc. and Halter Marine
Group, Inc.
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Exhibit 99.1
AMENDMENT NO. 1
AMENDMENT NO. 1, dated as of September 14, 1999 (this "Amendment"),
between HALTER MARINE GROUP, INC., a Delaware corporation ("Halter Marine"), and
FRIEDE GOLDMAN INTERNATIONAL INC., a Mississippi corporation ("Friede Goldman").
WHEREAS, Halter Marine and Friede Goldman are parties to an Agreement
and Plan of Merger, dated as of June 1, 1999 (the "Merger Agreement"; terms
defined in the Merger Agreement and not otherwise defined herein are being used
herein as therein defined);
WHEREAS, the Boards of Directors of Halter Marine and Friede Goldman
have determined that it is appropriate to amend the Merger Agreement as set
forth in this Amendment; and
WHEREAS, pursuant to Section 8.03 of the Merger Agreement, the Merger
Agreement may be amended by the parties hereto.
NOW THEREFORE, in consideration of the premises and for other valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:
ARTICLE I
AMENDMENTS TO THE MERGER AGREEMENT
SECTION 1.01. Amendment to Preamble. The Preamble to the Merger
Agreement is hereby amended by deleting the phrase "(this "Agreement")" in its
entirety and inserting in lieu thereof the phrase "(as amended by Amendment No.
1, this "Agreement")".
SECTION 1.02. Amendment to Section 2.01(a). Section 2.01(a) of the
Merger Agreement is hereby amended by deleting the number "0.4614" in the fifth
line thereof and inserting in lieu thereof the number "0.57".
SECTION 1.03. Amendment to Section 6.06. Section 6.06 of the Merger
Agreement is hereby amended by adding the following new paragraph (d) at the end
of Section 6.06:
"(d) Each party shall cooperate with the other and shall use all
commercially reasonable efforts to promptly arrange bank financing for
the
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2
Surviving Corporation necessary to satisfy the condition set forth
in Section 7.01(g) hereof."
SECTION 1.04. Amendment to Section 6.07. Section 6.07 of the Merger
Agreement is hereby amended by deleting the section reference to "9(d)" of the
Halter Marine 1996 Plan in the tenth line thereof and inserting in lieu thereof
"10(e)".
SECTION 1.05. Amendment to Section 7.01. Section 7.01 of the Merger
Agreement is hereby amended by adding the following new paragraph (g) at the end
of Section 7.01:
"(g) Financing. Bank financing of at least $175 million shall
have been arranged for the Surviving Corporation effective as of the
Effective Time on terms reasonably acceptable to Halter Marine and
Friede Goldman and that in the reasonable judgment of both Halter
Marine and Friede Goldman would meet the needs of the Surviving
Corporation."
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Representations of Halter Marine. Halter Marine hereby
represents and warrants to Friede Goldman as follows:
(a) Halter Marine has all necessary corporate power and authority to
execute and deliver this Amendment, to perform its obligations under the
Merger Agreement (as amended by this Amendment) and to consummate the
transactions contemplated by the Merger Agreement (as amended by this
Amendment).
(b) The execution and delivery of this Amendment by Halter Marine have
been duly and validly authorized by all necessary corporate action and no
other corporate proceedings on the part of Halter Marine are necessary to
authorize this Amendment.
(c) This Amendment has been duly and validly executed and delivered by
Halter Marine and, assuming the due authorization, execution and delivery
by Friede Goldman, the Merger Agreement (as amended by this Amendment)
constitutes the legal, valid and binding obligation of Halter Marine,
enforceable against Halter Marine in accordance with its terms (except
insofar as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally, or principles governing the availability of equitable
remedies).
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3
SECTION 2.02. Representations and Warranties of Friede Goldman.
Friede Goldman hereby represents and warrants to Halter Marine that:
(a) Friede Goldman has all necessary corporate power and authority to
execute and deliver this Amendment, to perform its obligations under the
Merger Agreement (as amended by this Amendment) and to consummate the
transactions contemplated by the Merger Agreement (as amended by this
Amendment).
(b) The execution and delivery of this Amendment by Friede Goldman
have been duly and validly authorized by all necessary corporate action and
no other corporate proceedings on the part of Friede Goldman are necessary
to authorize this Amendment.
(c) This Amendment has been duly and validly executed and delivered by
Friede Goldman and, assuming the due authorization, execution and delivery
by Halter Marine, the Merger Agreement (as amended by this Amendment)
constitutes the legal, valid and binding obligation of Friede Goldman,
enforceable against Friede Goldman in accordance with its terms (except in
each such case insofar as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally, or principles governing the
availability of equitable remedies).
ARTICLE III
GENERAL PROVISIONS
SECTION 3.01. Effect on Merger Agreement. Except as amended hereby,
the provisions of the Merger Agreement are and shall remain in full force and
effect.
SECTION 3.02. Counterparts. This Amendment may be executed in two
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.
SECTION 3.03. Governing Law. This Amendment shall be governed by and
construed in accordance with the Laws of the State of Delaware as applied to
contracts executed and to be performed entirely in such state.
SECTION 3.04. Entire Agreement. The Merger Agreement (as amended by
this
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Amendment) and the Confidentiality Agreements constitute the entire
agreement of the parties hereto with respect to the subject matter hereof and
supercede all prior agreements and undertakings, both written and oral between
Halter Marine and Friede Goldman with respect to the subject matter hereof.
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5
IN WITNESS WHEREOF, Friede Goldman and Halter Marine have each caused
this Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
HALTER MARINE GROUP, INC.
By: /s/ Rick S. Rees
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Name: Rick S. Rees
Title: Executive Vice President
FRIEDE GOLDMAN INTERNATIONAL INC.
By: /s/ John F. Alford
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Name: John F. Alford
Title: Executive Vice President
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Exhibit 99.2
FOR IMMEDIATE RELEASE
SEPTEMBER 14, 1999
Contact: John Hastings, Halter Marine Group
(228) 897-4987
Natalie Pittman, Friede Goldman International
(601) 352-1107
HALTER MARINE GROUP AND FRIEDE GOLDMAN INTERNATIONAL
AGREE TO AMEND TERMS OF MERGER
GULFPORT AND JACKSON, MS - Halter Marine Group, Inc. ("Halter") (AMEX: HLX) and
Friede Goldman International Inc. ("Friede Goldman") (NYSE: FGI) announced today
that they have agreed to amend the terms of their proposed merger due to
developments related to a contract dispute with a significant customer, as
previously disclosed by Friede Goldman. Under the revised merger agreement,
each Halter share will be converted into 0.57 of a share of Friede Goldman. The
closing under the revised merger agreement will also be subject to the
arrangement of bank financing for the combined company on terms mutually
agreeable to Halter and Friede Goldman. The merger proposal was announced on
June 1, 1999 and originally provided for the exchange of 0.4614 of a Friede
Goldman share for each Halter share. The boards of directors of both companies
have approved the revised merger terms, and the investment banking firms
representing the two companies have delivered fairness opinions based on the
revised terms.
In late August, the parties received early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act. Assuming approval of
the merger at the stockholder meetings of Friede Goldman and Halter, the parties
expect to close the merger early in the fourth quarter of calendar year 1999.
"We are pleased that this amendment to the terms of the proposed merger will
allow us to move forward to complete the merger," said Friede Goldman Chairman
and CEO J. L. Holloway. "We continue to believe that the merger will
provide a win-win situation for both companies and for all of our customers."
"We continue to be excited about the benefits to both companies from this
merger, including complementary product lines and expertise as well as financial
synergies," said Halter Chairman, President and CEO John Dane III.
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-more-
HALTER, FRIEDE GOLDMAN AMEND MERGER TERMS
SEPTEMBER 14, 1999
PAGE 2
Friede Goldman is a leading provider of offshore drilling services, including
design, engineering, new construction, repair, retrofit, and conversion. The
company 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 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 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. 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 10-K and 10-Q filings with the Securities and Exchange Commission for
Friede Goldman International and Halter Marine Group.
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