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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): OCTOBER 25, 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 June 1, 1999, Friede Goldman International Inc. (the "Company")(NYSE:
FGI) issued a press release (the "Press Release") announcing, among other
things, that the Company would incur a charge to earnings in the quarter ended
September 30, 1999 related to a contract dispute with Ocean Rig ASA and that, as
a result, the Company would incur a loss for the quarter of approximately $0.36
per share. 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 --Press Release issued by Friede Goldman International
Inc. on October 25, 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 hereunto duly authorized.
FRIEDE GOLDMAN INTERNATIONAL INC.
Date: October 26, 1999
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 -- Press Release issued by Friede Goldman International
Inc. on October 25, 1999.
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Exhibit 99.1
NEWS RELEASE
For more information contact:
Jobie Melton, CFO (or)
Natalie Pittman, Dir. Of Communication
601.352.1107 / Fax: 601.352.0588
FOR IMMEDIATE RELEASE
FRIEDE GOLDMAN UPDATES STATUS
OF MERGER AND EARNINGS RELEASE
JACKSON, MISS. (OCTOBER 25, 1999) - Friede Goldman International (NYSE:
FGI) announced today that its activities related to its pending merger with
Halter Marine Group were progressing on schedule. The company has received
commitments from a group of banks led by Wells Fargo and Bank One for a credit
facility that will meet the financing needs of the combined company.
J.L. Holloway, chairman and CEO of Friede Goldman, said, "We are pleased to
have gotten the commitments for our credit facility and with the banks which are
participating."
Response from shareholders of both companies to the proposed merger has
been positive based on proxies received through October 25. Transition teams
have been meeting in an effort to assure an orderly blending of the operations
and management of the two companies.
"The working relationship between the two companies is excellent," Holloway
continued. "Management teams from both companies have been working together over
the last several weeks to identify specific areas where operations can be
enhanced, costs savings can be realized and duplicate efforts can be eliminated.
We expect that the transition to a combined company will go smoothly. In
addition, we are optimistic about the improvement that we see in the energy
sector and the opportunities for new business that we expect such improvement to
generate. I believe the companies are coming together at an opportune time to
take advantage of the anticipated activity increase in the offshore sector."
The Friede Goldman International shareholders' meeting to vote on the
merger is scheduled for October 28, 1999 at 10 a.m. CDT.
-MORE-
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FGI STATUS UPDATE - PAGE 2
As previously announced, Friede Goldman is engaged in a dispute with Ocean
Rig ASA of Norway regarding two rigs under construction in Friede Goldman's
Pascagoula, Miss.-based facility. In September, the companies agreed to submit
the matter to binding fast track arbitration; however, settlement discussions
have continued. Friede Goldman International has previously disclosed that it
would likely incur a charge to earnings related to the accounting for the claims
against Ocean Rig, and that if the dispute were not settled before its third
quarter earnings release, a charge might result in a loss for the third quarter.
The company confirmed today that it would incur a charge related to the contract
dispute in the third quarter and that, as a result, the company would incur a
loss for the third quarter of approximately $0.36 per share. If a settlement of
the Ocean Rig matter is reached prior to the November 15 SEC quarterly reporting
deadline, the impact of such a settlement could increase or decrease the amount
of the charge and, as a result, the net loss for the quarter.
"I am disappointed that the unresolved matter with Ocean Rig has had such a
negative impact on the third quarter," Holloway said. "We hope to put this
matter behind us soon and move on toward taking advantage of the improving
conditions we are seeing and the benefits we expect from the merger."
Friede Goldman International Inc. is a leading provider of offshore
drilling services, including design, engineering, new construction, repair,
retrofit, and conversion. FGI operates the engineering and design firm Friede &
Goldman, Ltd., four shipyards in the U.S. and Canada through its subsidiaries
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. The Company's outstanding
Common Stock is traded on the New York Stock Exchange under the symbol "FGI."
* Note: This press release includes certain statements that may be deemed to
be "forward-looking statements" within the meaning of Section 27A of The
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, other than statements of
historical facts, included in this press release that address activities,
events or developments that Friede Goldman International Inc. expects,
believes or anticipates will or may occur in the future, are forward-
looking statements. These statements are based on certain assumptions and
analyses made by Friede Goldman International Inc. in light of its
experience and its perception of historical trends, current conditions,
expected future developments and other factors it believes are appropriate
in the circumstances. Such statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the control
of Friede Goldman International Inc. and which are discussed in Friede
Goldman International Inc.'s Registration Statement on Form S-1, the
Annual Report on Form 10-K, the Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1999, and June 30, 1999, respectively,
and Registration Statement on Form S-4. Investors are cautioned that any
such statements are not guarantees of future performance and that actual
results or developments may differ materially from those projected in the
forward-looking statements.
