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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): December 14, 1999
FRIEDE GOLDMAN HALTER, INC.
(Exact name of registrant as specified in its charter)
Mississippi 0-22595 64-0900067
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Friede Goldman International, Inc. ("Friede") and Halter Marine Group, Inc.
("Halter") completed a merger on November 3, 1999, and in connection with the
merger, Friede, the surviving corporation, changed its name to Friede Goldman
Halter, Inc. ("Friede Halter"). Friede has historically engaged Arthur Andersen
LLP, ("AA") as its certifying accountant while Halter has historically engaged
Ernst and Young LLP ("E&Y"). The combination was structured as a merger of
equals and accordingly, a process was established to select between AA and E&Y
as the certifying accountant for the merged entity. Selection of E&Y as the
certifying accountant was recommended to the Friede Halter Audit Committee on
December 1, 1999, and the Friede Halter Audit Committee approved the selection
on December 14, 1999 and so reported to the Friede Halter Board of Directors,
and AA was dismissed.
The reports of AA on the financial statements of Friede Halter (formerly
Friede) for the past two fiscal years contained no adverse opinion or disclaimer
of opinion, and were not qualified or modified as to uncertainty, audit scope,
or accounting principles.
In connection with its audits for the two most recent fiscal years and
through December 13, 1999 there have been no disagreements with AA on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of AA would have caused them to make reference thereto in their
reports on the financial statements for such years.
During the two most recent fiscal years and through December 13, 1999 there
have been no reportable events (as defined in Regulation S-K, Item 304 (a) (1)
(v)).
Friede Halter has requested that AA furnish it with a letter addressed to
the SEC stating whether or not it agrees with the above statements. A copy of
such letter, dated December 21, 1999, is filed as Exhibit 16.1 to this Form 8-K.
Item 7. Financial Statements and Exhibits
Exhibit 16.1 Letter from Arthur Andersen, dated December 21, 1999, addressed to
the Securities Exchange Commission stating their agreement with
the comments noted in Item 4 of this document.
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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: December 21, 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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*16.1 Letter from Arthur Andersen, dated December 21, 1999,
addressed to the Securities Exchange Commission
stating their agreement with the comments noted in
Item 4 of this document
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* Filed herewith.
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December 21, 1999
Securities and Exchange Commission
450 5th Street
Washington, DC 20549
Ladies and Gentlemen:
We have read statements and comments of Friede Goldman Halter, Inc. included
under item 4 of its Form 8-K dated December 21, 1999, and we agree with such
statements and comments.
Respectfully submitted,
Arthur Andersen LLP
