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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): FEBRUARY 22, 2000
FRIEDE GOLDMAN HALTER, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
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 5. OTHER EVENTS
On February 22, 2000, the Company issued a press release (the "Press
Release") announcing that it anticipates reporting a loss for the fourth quarter
and its fiscal year ended December 31, 1999 and that it plans to release
earnings on March 15, 2000. It also announced that it had entered into a letter
of intent to sell the yacht division of its Vessels segment.
For additional information, reference is made to the Press Release, a copy
of which is attached as an exhibit hereto.
Item 7. Financial Statements and Exhibits
( c )
Exhibit 99.1 Press Release of Registrant dated February 22, 2000
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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: February 22, 2000
By:/s/Rick S. Rees
_____________________________________
Rick S. Rees
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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*99.1 Press Release of Registrant dated February 22, 2000
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___________________
* Filed herewith.
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EXHIBIT 99.1
FRIEDE GOLDMAN HALTER, INC.
PRESS RELEASE
For immediate release
FRIEDE GOLDMAN HALTER TO ANNOUNCE
OPERATING RESULTS ON MARCH 15TH
GULFPORT, MS, FEBRUARY 22, 2000 - Friede Goldman Halter, Inc. (NYSE: FGH)
ANNOUNCED THAT IT ANTICIPATES REPORTING A LOSS FOR THE FOURTH QUARTER AND ITS
FISCAL YEAR ENDED DECEMBER 31, 1999.
On January 12th, the Company announced that it anticipated reporting a loss for
its fourth quarter as a result of sluggish market conditions, merger related
costs and the impact of a contract dispute with Ocean Rig ASA. On January 19th
the Company announced that it had settled its dispute with Ocean Rig. As
a result of the settlement and of its ongoing analysis of the projects, the
Company has revised its estimates to complete the Ocean Rig contracts and now
expects to report a net loss for its fourth quarter of between $38 million and
$40 million, or $1.10 to $1.16 per share. For the full year the company expects
to report a net loss of approximately $28 million to $30 million, or $1.06 to
$1.14 per share.
The Company believes, based upon current estimates, that all of the earnings
impact of unprofitable contracts as well as merger-related expenses have been
provided for in the quarter. As previously announced, any costs in excess of
the contract prices related to the Petrodrill contracts will be reflected in
the purchase accounting treatment of the acquisition by Friede Goldman of Halter
Marine Group, Inc. and accordingly, costs in excess of the original contract
price will have the impact of increasing goodwill, which will be amortized over
a 25 year period. The Company anticipates significantly improved financial
results for the current year.
In a continuing effort to divest itself of its non-strategic assets, the Company
also announced that it had entered into a letter of intent to sell the yacht
division of its Vessels segment. J.L. Holloway, chairman and chief executive
officer, said, "The yacht division is a non-core asset that offers very little
synergy with our other businesses, and is dilutive to management's efforts to
manage the company."
The Company said that it plans to release its earnings on March 15th, and will
conduct a conference call at 10 am on March 16th to discuss the quarterly and
year-end results.
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FOR INFORMATION REGARDING THIS OR ANY OF OUR PRESS RELEASES, CONTACT:
JOHN S. HASTINGS
Investor Relations and Corporate Communications
(228) 897-4987
*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 Halter 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 Halter and which are discussed in Friede Goldman Halter's
Registration Statement on Form S-1 and the Annual Report on Form 10-K. 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.
