<PAGE>
As filed with the Securities and Exchange Commission on June 14, 2000
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FRIEDE GOLDMAN HALTER, INC.
(Exact name of registrant as specified in its charter)
Mississippi 64-0900067
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
John F. Alford
13085 Industrial Seaway Road President and Chief Operating Officer
Gulfport, Mississippi 39503 13085 Industrial Seaway Road
(228) 896-0029 Gulfport, Mississippi 39503
(Address, including zip code, and (228) 896-0029
telephone number, including area code, (Name, address, including zip code, and
of registrant's principal executive telephone number, including area code,
offices) of agent for service)
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Copies to:
William J. Cooper
Andrews & Kurth L.L.P.
4200 Chase Tower, 600 Travis
Houston, Texas 77002
(713) 220-4200
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
in light of market conditions and other factors.
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If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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(See Calculation Table and Footnotes on Following Page)
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<PAGE>
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum
Title of Each Class of Securities Aggregate Offering
to be Registered Price(1)(2) Amount of Registration Fee
----------------------------------------------------------------------------------
<S> <C> <C>
Debt Securities(3)..............
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Common Stock(4) (5).............
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Preferred Stock(6)..............
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Depositary Shares(7)............
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Warrants(8).....................
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Total.......................... $200,000,000 $52,800
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</TABLE>
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(1) The proposed maximum offering price per unit will be determined by us from
time to time in connection with our issuance of the securities registered
hereunder.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). In no event will the aggregate initial offering
price of all securities issued from time to time pursuant to this
registration statement exceed $200,000,000. Any securities registered
hereunder may be sold separately or as units with other securities
registered hereunder.
(3) An indeterminate principal amount of senior debt securities or subordinated
debt securities as may be sold from time to time are being registered
hereunder. If any of our senior debt securities or subordinated debt
securities are issued at an original issue discount, then the offering
price shall be in such greater principal amount as shall result in an
aggregate initial offering price not to exceed $200,000,000, less the
dollar amount of any securities previously issued hereunder.
(4) An indeterminate number of shares of our common stock as may be sold from
time to time are being registered hereunder.
(5) Also includes such indeterminate number of shares of common stock as may be
issued upon conversion or exchange for any debt securities or preferred
stock that provide for conversion or exchange into common stock. No
separate consideration will be received for the common stock issuable upon
conversion of or in exchange for such securities.
(6) An indeterminate number of shares of our preferred stock as may be sold
from time to time are being registered hereunder.
(7) Such indeterminate number of depositary shares to be evidenced by
depositary receipts issued pursuant to a deposit agreement. If we elect to
offer to the public fractional interests in shares of preferred stock
registered hereunder, depositary receipts will be distributed to persons
purchasing those fractional interests, and shares of preferred stock will
be issued to the depositary under the deposit agreement.
(8) Warrants to purchase debt securities, preferred stock or common stock may
be sold separately or with debt securities, preferred stock or common
stock.
<PAGE>
Subject to Completion, Dated June 14, 2000
PROSPECTUS
$200,000,000
FRIEDE GOLDMAN HALTER, INC.
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
This prospectus relates to the following securities of Friede Goldman, Inc:
. debt securities, which may be senior or subordinated debt securities;
. common stock;
. preferred stock, which may be issued in the form of depositary shares;
and
. warrants.
The aggregate initial offering price of the securities that we offer will
not exceed $200,000,000. We will offer the securities in amounts, at prices and
on terms to be determined by market conditions at the time of our offerings.
We will provide the specific terms of the securities that we offer in
supplements to this prospectus. You should read this prospectus and the
prospectus supplement(s) carefully before you invest in any of our securities.
This prospectus may not be used to sell our securities unless it is accompanied
by a prospectus supplement.
Our common stock is listed for trading on the New York Stock Exchange under
the symbol "FGH."
Consider carefully the risk factors on page 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted. We may not
use this prospectus to sell securities unless we also give prospective
investors a prospectus supplement.
The date of this Prospectus is , 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
ABOUT THIS PROSPECTUS..................................................... 1
ABOUT FRIEDE GOLDMAN HALTER, INC.......................................... 2
FORWARD-LOOKING STATEMENTS................................................ 3
RISK FACTORS.............................................................. 4
USE OF PROCEEDS........................................................... 4
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS................................ 5
DESCRIPTION OF DEBT SECURITIES............................................ 6
DESCRIPTION OF EQUITY SECURITIES.......................................... 14
DESCRIPTION OF WARRANTS................................................... 18
PLAN OF DISTRIBUTION...................................................... 21
LEGAL MATTERS............................................................. 22
EXPERTS................................................................... 22
WHERE YOU CAN FIND MORE INFORMATION....................................... 23
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 23
</TABLE>
i
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission, or SEC, using a "shelf" registration
process. Under the shelf process, we may offer any combination of the
securities described in this prospectus in one or more offerings with a total
initial offering price of up to $200,000,000 as we may designate in prospectus
supplements.
This prospectus provides you with a general description of the debt
securities, preferred stock, common stock, depositary shares and warrants that
may be offered. Each time we use this prospectus to offer securities, we will
provide a prospectus supplement that will contain specific information about
the terms of that offering. The prospectus supplement may also add, update or
change information contained in this prospectus.
We may offer the securities in amounts, at prices and on terms determined at
the time of offering. We may sell the securities directly to you, through
agents we select, or through underwriters and dealers we select. If we use
agents, underwriters or dealers to sell the securities, we will name them and
describe their compensation in a prospectus supplement.
Please carefully read this prospectus and the prospectus supplement together
with the additional information described under the heading "Where You Can Find
More Information".
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<PAGE>
ABOUT FRIEDE GOLDMAN HALTER, INC.
We are a world leader in the design and manufacture of equipment for the
maritime and offshore energy industries. We conduct our operations in three
primary segments: offshore, vessels, and engineered products.
Offshore Segment
Our offshore segment provides conversion, retrofit, repair and modification
services for existing offshore drilling rigs and the design, construction and
equipping of new offshore drilling units. Our offshore segment customers
consist primarily of drilling contractors that drill offshore exploratory and
development wells for oil and gas companies throughout the world, particularly
in the Gulf of Mexico, the North Sea and areas offshore of West Africa, South
America and eastern Canada.
Vessels Segment
Our vessels segment is the largest builder of small to medium-sized ocean-
going vessels in the United States. Services provided by our vessels segment
include the design, new construction and conversion for ocean-going vessels
including offshore support vessels, double hull fuel barges, oceanographic
research and survey ships, high speed patrol boats and ferries, tug boats, tow
boats and offshore barges. Customers of the vessels segment consist of offshore
energy service companies, domestic and foreign governments and other commercial
enterprises. We also provide a wide variety of repair and conversion services
for vessels and barges that service the offshore energy and commercial markets;
however, we recently entered into a definitive agreement to sell substantially
all of our shipyards currently involved in the vessel repair business. See "--
Recent Development" below.
Engineered Products Segment
Our engineered products segment services include the design and manufacture
of the world's largest cranes, mooring systems, marine deck equipment, jacking
systems, specialty mechanical systems, and a comprehensive aftermarket repair
and retrofitting operation. Our primary engineered products customers, in
addition to the customers of our offshore segment, include offshore
construction contractors, shipyards, commercial cruise-liner operators, general
merchant marine, the fishing industry, on-land general construction contractors
and the U.S. government.
Recent Development
On May 31, 2000, we announced the signing of a definitive agreement to sell
five shipyards that are principally involved in the vessel repair business to
Bollinger Shipyards, Inc. of Lockport, Louisiana for cash consideration of $80
million. The transaction will be structured as an asset sale, and we expect to
complete the transaction in July 2000. The closing of the transaction is
subject to certain conditions, including approval under the Hart Scott Rodino
Act.
2
<PAGE>
FORWARD-LOOKING STATEMENTS
Statements in this prospectus and the accompanying prospectus supplement
(including the documents incorporated by reference herein) concerning us which
are (1) projections of revenues, earnings, earnings per share, capital
expenditures or other financial items, (2) statements of plans and objectives
for future operations, including acquisitions, (3) statements of future
economic performance, or (4) statements of assumptions or estimates underlying
or supporting the foregoing are forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act. The
ultimate accuracy of forward-looking statements is subject to a wide range of
business risks and changes in circumstances, and actual results and outcomes
often differ from expectations.
Important factors that could cause our actual results to differ materially
from estimates or projections contained in forward-looking statements include,
among others:
. risks of reduced levels of demand for our products and services resulting
from reduced levels of capital expenditures of oil and gas companies
relating to offshore drilling and exploration activity and reduced levels
of capital expenditures of offshore drilling contractors, which levels of
capital expenditures may be affected by:
. prevailing oil and natural gas prices,
. expectations about future oil and natural gas prices,
. the cost of exploring for, producing and delivering oil and gas,
. the sale and expiration dates of offshore leases in the United States
and overseas,
. the discovery rate of new oil and gas reserves in offshore areas, local
and international political and economic conditions,
. the ability of oil and gas companies to access or generate capital
sufficient to fund capital expenditures for offshore exploration,
development and production activities, and other factors,
. risks related to the completion of contracts to construct offshore
drilling rigs and vessels at costs not in excess of those currently
estimated by us and prior to the contractual delivery dates,
. operating risks relating to conversion, retrofit and repair of drilling
rigs, new construction of drilling rigs and production units and the
design of new drilling rigs, new construction and repair of vessels and
the design of new vessels, and the design and manufacture of engineered
products,
. contract bidding risks,
. risks related to dependence on significant customers,
. risks related to the failure to realize the level of backlog estimated by
us due to determinations by one or more customers to change or terminate
all or portions of projects included in such estimation of backlog,
. risks related to regulatory and environmental matters,
. risks related to future government funding for certain vessel contracts
and prospects,
. risks related to expansion of operations, either at our shipyards or one
or more other locations, and
. risks of untimely performance by companies which provide services to us
as subcontractors under construction contracts.
For more information, see our Form 10-K for the year ended December 31, 1999
and Form 10-Q for the quarter ended March 31, 2000.
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<PAGE>
In some cases, you can identify forward-looking statements by the use of the
following words or similar expressions, such as: "anticipate," "believe,"
"could," "estimate," "expect," "intend," "may," "plan," "predict," "project,"
"should" and the corresponding negatives of these terms.
All subsequent written and oral forward-looking statements attributable to
us or any person acting on our behalf are expressly qualified in their entirety
by the cautionary statements contained or referred to in this prospectus. We
undertake no obligation to publicly release the result of any revisions to any
such forward-looking statements that may be made to reflect events or
circumstances after the date of this prospectus or to reflect the occurrence of
unanticipated events.
RISK FACTORS
The securities to be offered by this prospectus may involve a high degree of
risk. Such risks will be set forth in the prospectus supplement relating to
such security. In addition, certain risk factors, if any, relating to our
business will be set forth in the prospectus supplement.
USE OF PROCEEDS
Except as we may describe in a prospectus supplement, we will use the net
proceeds from any sale of the securities described in this prospectus for
future business acquisitions and other general corporate purposes, such as
working capital, investment in subsidiaries, the retirement of existing debt
(if economically prudent) and/or the repurchase of shares of common stock or
other securities. We may also invest the proceeds in certificates of deposit,
United States government securities or certain other interest bearing
securities until they are used for acquisitions or general corporate purposes.
The exact amounts to be used and when the net proceeds will be applied to
corporate purposes will depend on a number of factors, including our funding
requirements and the availability of alternative funding sources. We routinely
review acquisition opportunities. We will disclose in a prospectus supplement
any future proposal to use net proceeds from an offering of our securities to
finance any specific acquisition, if applicable.
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<PAGE>
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
Year Ended December 31, Three Months
--------------------------- Ended
1995 1996 1997 1998 1999(1) March 31, 2000(2)
---- ---- ---- ---- ------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earning to Fixed
Charges......................... 7.5 4.0 32.6 14.0 (2.8) 0.7
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividend Requirements(3).. 7.5 4.0 32.6 14.0 (2.8) 0.7
</TABLE>
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(1) The pro forma ratio of earnings to fixed charges for 1999 would be (0.5)
if the operations and entities acquired in our merger with Halter Marine
Group, Inc., effective November 3, 1999, had been included for the entire
year.
(2) The ratio for the three-month period may not necessarily be indicative of
the ratio that will result for the full year 2000.
(3) The ratio of earnings to combined fixed charges and preferred stock
dividend requirements for the periods presented is the same as the ratio
of earnings to fixed charges since we have no outstanding preferred stock
and, therefore, no dividend requirements.
For purposes of calculating these ratios: (1) "fixed charges" consist of
interest expense (whether expensed or capitalized), amortization of debt
discount and issuance costs and the portion of rental expense estimated to be
equivalent to interest; and (2) "earnings" represent earnings before income
taxes and extraordinary loss on extinguishments of debt plus fixed charges,
excluding capitalized interest.
5
<PAGE>
DESCRIPTION OF DEBT SECURITIES
Any debt securities we offer under our prospectus supplement will be:
. our direct unsecured general obligations; and
. either senior debt securities or subordinated debt securities.
The debt securities will be issued under one or more separate indentures
between us and a banking or financial institution, as trustee. Senior debt
securities will be issued under a "senior indenture" and subordinated debt
securities will be issued under a "subordinated indenture." Together the senior
indenture and the subordinated indenture are called "indentures."
The following discussion describes general terms and provisions of the debt
securities. Other terms, and the particular terms of a specific series of debt
securities (which may differ from the terms described below), will be described
in the prospectus supplement relating to that series. No indenture will be
restated in its entirety in a prospectus supplement. We will file an indenture
relating to each series of debt securities as an exhibit to the registration
statement of which this prospectus forms a part (or as an exhibit to a Current
Report on Form 8-K) promptly after any offering of debt securities. You should
read that indenture, because it, and not this description, controls the rights
of holders of the applicable debt securities. We have summarized selected
provisions of the prospective indentures below.
General
The debt securities will be our direct, unsecured obligations. The senior
debt securities will rank equally with all of our other senior unsecured and
unsubordinated debt. The senior debt securities will be effectively
subordinated to any of our secured indebtedness to the extent of the value of
the assets securing that indebtedness. The subordinated debt securities will
have a junior position to all of our senior debt. In addition, both the senior
and subordinated debt securities will be "structurally subordinated" to all
obligations, including trade payables, of our subsidiaries, which means that,
in the case of insolvency or bankruptcy, the claims of the direct creditors of
our subsidiaries would have to be satisfied before any funds would be available
to the holders of the debt securities as our direct creditors.
We conduct a substantial part of our operations through our subsidiaries.
Our ability to pay the principal of and premium, if any, and interest on any
debt securities is, to a large extent, dependent upon the payment to us of
dividends, interest or other charges by our subsidiaries.
A prospectus supplement and an indenture relating to any series of debt
securities being offered will include specific terms relating to the offering.
These terms will include some or all of the following:
. the title and type of the debt securities;
. the total principal amount of the debt securities;
. the percentage of the principal amount at which the debt securities will
be issued and any payments due if the maturity of the debt securities is
accelerated;
. the dates on which the principal of the debt securities will be payable;
. the interest rate which the debt securities will bear and the interest
payment dates for the debt securities;
. any optional redemption provisions;
. any sinking fund or other provisions that would obligate us to repurchase
or otherwise redeem some or all of the debt securities;
. any provisions granting special rights to holders when a specified event
occurs;
6
<PAGE>
. any changes to or additional events of default or covenants;
. any special tax implications of the debt securities, including provisions
for original issue discount securities, if offered; and
. any other terms of the debt securities.
None of the indentures will limit the amount of debt securities that may be
issued. Each indenture will allow debt securities to be issued up to the
principal amount that may be authorized by us and may be in any currency or
currency unit designated by us.
Registration of Notes; Denominations
We may issue debt securities of a series in a registered, bearer, coupon or
global form. Debt securities will be issued in registered form in amounts of
$1,000 each or multiples of $1,000.
Subordination
Under a subordinated indenture, payment of the principal, interest and any
premium on the subordinated debt securities will generally be subordinated and
junior in right of payment to the prior payment in full of all senior debt. The
subordinated indenture will provide that no payment of principal, interest and
any premium on the subordinated debt securities may be made in the event:
. of any insolvency, bankruptcy or similar proceeding involving us or our
property, or
. we fail to pay the principal, interest, any premium or any other amounts
on any senior debt when due.
The subordinated indenture will not limit the amount of senior debt that we
may incur.
"Senior debt" includes all notes or other unsecured evidences of
indebtedness, including guarantees given by us, for money borrowed by us, not
expressed to be subordinate or junior in right of payment to any of our other
indebtedness.
Subsidiary Guarantees
We conduct our operations through our subsidiaries. The indentures may
require our subsidiaries that guarantee our long-term debt to guarantee, as
"guarantors," any series of debt securities on an equal basis. In particular,
the indentures may require those subsidiaries who are guarantors or borrowers
under our credit agreement to equally guarantee any debt securities.
We expect that only our domestic subsidiaries would be guarantors of any
series of debt securities. Each guarantor would be obligated under its
guarantee only up to an amount that will not constitute a fraudulent conveyance
or fraudulent transfer under federal, state or foreign law. We do not expect
that any of our foreign subsidiaries would be guarantors of any series of debt
securities. The debt of these non-guarantor subsidiaries, and any future debt
incurred by any of them, effectively will be senior to any series of debt
securities. Holders of debt securities will effectively have a junior position
to claims of creditors and preferred stockholders of our subsidiaries who are
not guarantors.
Covenants
Under the indentures, we will:
. pay the principal of, and interest and any premium on, the debt
securities when due;
. maintain a place of payment; for the debt securities;
. deliver a report to the trustee at the end of each fiscal year reviewing
our obligations under the indentures; and
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<PAGE>
. deposit sufficient funds with any paying agent on or before the due date
for any principal, interest or premium.
The indentures will also contain covenants relating to limitations on liens,
requirements with respect to consolidations, mergers and assets sales and
restrictions on sale-and-leaseback transactions.
Consolidation, Merger or Sale
Each indenture generally will permit a consolidation or merger between us
and another corporation. They also will permit the sale by us of all or
substantially all of our property and assets. If this happens, the remaining or
acquiring corporation shall assume all of our responsibilities and liabilities
under the indentures, including the payment of all amounts due on the debt
securities and performance of the covenants in the indentures. However, we will
consolidate or merge with or into any other corporation or sell all or
substantially all of our assets only according to the terms and conditions of
the indentures. The remaining or acquiring corporation will be substituted for
us in the indentures with the same effect as if it had been an original party
to the indentures. Thereafter, the successor corporation may exercise our
rights and powers under any indenture, in our name or in its own name. Any act
or proceeding required or permitted to be done by our board of directors or any
of our officers may be done by the board or officers of the successor
corporation. If we sell all or substantially all of our assets, we shall be
released from all our liabilities and obligations under any indenture and under
the debt securities.
Limitations on Liens
The indentures will provide that we will not, nor will we permit any of our
subsidiaries to, create, assume, incur or otherwise cause or suffer to exist or
become effective any lien of any kind securing indebtedness or trade payables
on any of our, or their, property or assets, whether owned or leased or
hereafter acquired, unless all payments due under the debt securities and the
applicable indenture are secured on an equal and ratable basis with the
obligation so secured until such time as the obligations are no longer secured
by a lien, except for permitted liens.
By "permitted liens", we mean:
. liens on our assets or the assets of any of our guarantor securing
indebtedness under any credit facility that are permitted to be incurred
by the terms of the applicable indenture;
. liens in favor of us or any guarantor;
. liens on property of an entity existing at the time such entity is merged
with or into or consolidated with us or any of our subsidiaries;
provided, however, that such liens were in existence prior to the
contemplation of such merger or consolidation and do not extend to any
assets other than those of the merged entity;
. liens on property existing at the time of acquisition thereof by us or
any of our subsidiaries; provided, however, that such liens were in
existence prior to the contemplation of such acquisition;
. liens to secure the performance of statutory obligations, surety or
appeal bonds, performance bonds, workers' compensation, easements or
rights-of-way or other obligations of a like nature incurred in the
ordinary course of business which dot not materially interfere with our
ability to perform our obligations under the applicable indenture and
debt securities;
. liens to secure indebtedness covering only the assets acquired with such
indebtedness;
. liens existing on the issue date of the applicable series of debt
securities;
. liens for taxes, assessments or governmental charges or claims that are
not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded;
provided, however, that any reserve or other appropriate provision as
shall be required in conformity with GAAP shall have been made therefor;
and
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<PAGE>
. liens incurred by us in our ordinary course of business or any of our
subsidiaries with respect to obligations that do not exceed a specific
dollar amount at any one time outstanding that do not in the aggregate
materially detract from the value of the property or materially impair
the use thereof in the operation of our business.
Restriction on Sale-and-Leaseback Transactions
The indentures will provide that we will not, and will not permit any of our
subsidiaries to, enter into any sale-and-leaseback transactions, unless:
. We or our subsidiaries, as applicable, could have incurred indebtedness
in an amount equal to the attributable debt with respect to such sale-
and-leaseback transaction and incurred a lien to secure such indebtedness
pursuant to the covenant described above under the caption "--Limitation
on Liens";
. the gross cash proceeds of such sale-and-leaseback transaction are at
least equal to the fair market value, as determined in good faith by our
board of directors and set forth in an officers' certificate delivered to
the applicable trustee, of the property that is the subject of such sale
and leaseback transaction; and
. the transfer of assets in the sale-and-leaseback transaction is permitted
by, and we apply the proceeds of such transaction in compliance with, the
covenant described above under the caption "--Consolidation, Merger or
Sale".
"Attributable debt", when used with respect to any sale-and-leaseback
transaction, means, as at the time of determination, the present value
(discounted at the rate set forth or implicit in the terms of the lease
included in such transaction) of the total obligations of the lessee for rental
payments (other than amounts required to be paid on account of property taxes,
maintenance, repairs, insurance, assessments, utilities, operating and labor
costs and other items that do not constitute payments for property rights)
during the remaining term of the lease included in such sale-and-leaseback
transaction (including any period for which such lease has been extended). In
the case of any lease that is terminable by the lessee upon the payment of a
penalty or other termination payment, such amount shall be the lesser of the
amount determined assuming termination upon the first date such lease may be
terminated (in which case the amount shall also include the amount of the
penalty or termination payment, but no rent shall be considered as required to
be paid under such lease subsequent to the first date upon which it may be so
terminated) or the amount determined assuming no such termination.
Additional Covenants
Any series of debt securities may provide in the applicable indenture for
additional covenants which may restrict our operations and activities,
including covenants which restrict our ability to make certain payments or to
incur additional indebtedness.
Events of Default
"Event of default," when used in an indenture, will mean any of the
following:
. failure to pay the principal of or any premium on any debt security when
due;
. failure to deposit any sinking fund payment when due;
. failure to pay interest on any debt security for 30 days;
. failure to perform any other covenant in the indenture that continues for
90 days after being given written notice;
. certain events in bankruptcy, insolvency or reorganization of us; or
. any other event of default included in any indenture or supplemental
indenture.
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An event of default for a particular series of debt securities does not
necessarily constitute an event of default for any other series of debt
securities issued under an indenture. The trustee may withhold notice to the
holders of debt securities of any default (except in the payment of principal
or interest) if it considers such withholding of notice to be in the best
interests of the holders.
If an event of default for any series of debt securities occurs and
continues, the trustee or the holders of a specified percentage in aggregate
principal amount of the debt securities of the series may declare the entire
principal of all the debt securities of that series to be due and payable
immediately. If this happens, subject to certain conditions, the holders of a
specified percentage the aggregate principal amount of the debt securities of
that series can void the declaration.
Other than its duties in case of a default, a trustee is not obligated to
exercise any of its rights or powers under any indenture at the request, order
or direction of any holders, unless the holders offer the trustee reasonable
indemnity. If they provide this reasonable indemnification, the holders of a
majority in principal amount of any series of debt securities may direct the
time, method and place of conducting any proceeding or any remedy available to
the trustee, or exercising any power conferred upon the trustee, for any series
of debt securities.
Payment and Transfer
Principal, interest and any premium on fully registered securities will be
paid at designated places. Payment will be made by check mailed to the persons
in whose names the debt securities are registered on days specified in the
indentures or any prospectus supplement. debt securities payments in other
forms will be paid at a place designated by us and specified in a prospectus
supplement.
Fully registered securities may be transferred or exchanged at the
corporation trust office of the trustee or at any other office or agency
maintained by us for such purposes, without the payment of any service charge
except for any tax or governmental charge.
Global Securities
Certain series of the debt securities may be issued as permanent global debt
securities to be deposited with a depositary with respect to that series.
Unless otherwise indicated in the prospectus supplement, the following is a
summary of the depository arrangements applicable to debt securities issued in
permanent global form and for which The Depositary Trust Company, or DTC, acts
as depositary.
Each global debt security will be deposited with, or on behalf of, DTC, as
depositary, or its nominee and registered in the name of a nominee of DTC.
Except under the limited circumstances described below, global debt securities
are not exchangeable for definitive certificated debt securities.
Ownership of beneficial interests in a global debt security is limited to
institutions that have accounts with DTC or its nominee ("participants") or
persons that may hold interests through participants. In addition, ownership of
beneficial interests by participants in a global debt security will be
evidenced only by, and the transfer of that ownership interest will be effected
only through, records maintained by DTC or its nominee for a global debt
security. Ownership of beneficial interests in a global debt security by
persons that hold through participants will be evidenced only by, and the
transfer of that ownership interest within that participant will be effected
only through, records maintained by that participant. DTC has no knowledge of
the actual beneficial owners of the debt securities. Beneficial owners will not
receive written confirmation from DTC of their purchase, but beneficial owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statement of their holdings, from the
participants through which the beneficial owners entered the transaction. The
laws of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in a global debt security.
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Payment of principal of, and interest on, debt securities represented by a
global debt security registered in the name of or held by DTC or its nominee
will be made to DTC or its nominee, as the case may be, as the registered owner
and holder of the global debt security representing the debt securities. We
have been advised by DTC that upon receipt of any payment of principal of, or
interest on, a global debt security, DTC will immediately credit accounts of
participants on its book-entry registration and transfer system with payments
in amounts proportionate to their respective beneficial interests in the
principal amount of that global debt security as shown in the records of DTC.
Payments by participants to owners of beneficial interests in a global debt
security held through those participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name,"
and will be the sole responsibility of those participants, subject to any
statutory or regulatory requirements that may be in effect from time to time.
Neither we, any trustee nor any of our respective agents will be responsible
for any aspect of the records of DTC, any nominee or any participant relating
to, or payments made on account of, beneficial interests in a permanent global
debt security or for maintaining, supervising or reviewing any of the records
of DTC, any nominee or any participant relating to such beneficial interests.
A global debt security is exchangeable for definitive debt securities
registered in the name of, and a transfer of a global debt security may be
registered to, any person other than DTC or its nominee, only if:
. DTC notifies us that it is unwilling or unable to continue as depositary
for that global debt security or at any time DTC ceases to be registered
under the Exchange Act;
. we determine in our discretion that the global debt security shall be
exchangeable for definitive debt securities in registered form; or
. there shall have occurred and be continuing an event of default or an
event which, with notice or the lapse of time or both, would constitute
an event of default under the debt securities.
Any global debt security that is exchangeable pursuant to the preceding
sentence will be exchangeable in whole for definitive debt securities in
registered form, of like tenor and of an equal aggregate principal amount as
the global debt security, in denominations of $1,000 and integral multiples
thereof. The definitive debt securities will be registered by the registrar in
the name or names instructed by DTC. We expect that these instructions may be
based upon directions received by DTC from its participants with respect to
ownership of beneficial interests in the global debt security.
Except as provided above, owners of the beneficial interests in a global
debt security will not be entitled to receive physical delivery of debt
securities in definitive form and will not be considered the holders of debt
securities for any purpose under the indentures. No global debt security shall
be exchangeable except for another global debt security of like denomination
and tenor to be registered in the name of DTC or its nominee. Accordingly, each
person owning a beneficial interest in a global debt security must rely on the
procedures of DTC and, if that person is not a participant, on the procedures
of the participant through which that person owns its interest, to exercise any
rights of a holder under the global debt security or the indentures.
We understand that, under existing industry practices, in the event that we
request any action of holders, or an owner of a beneficial interest in a global
debt security desires to give or take any action that a holder is entitled to
give or take under the debt securities or the indentures, DTC would authorize
the participants holding the relevant beneficial interest to give or take that
action, and those participants would authorize beneficial owners owning through
those participants to give or take that action or would otherwise act upon the
instructions of beneficial owners owning through them.
DTC has advised us that DTC is a limited purpose trust company organized
under the laws of the State of New York, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered under the Exchange Act. DTC was created
to hold securities of its
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participants and to facilitate the clearance and settlement of securities
transactions among its participants in those securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the
need for physical movement of securities certificates. DTC's participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. DTC is owned by a number of its
participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to DTC's book-entry system is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. The rules
applicable to DTC and its participants are on file with the SEC.
Discharging Our Obligations; Defeasance
We will be discharged from our obligations on the debt securities of any
series at any time if we deposit with the trustee sufficient cash or government
securities to pay the principal, interest, any premium and any other sums due
to the stated maturity date or a redemption date of the debt securities of the
series. If this happens, the holders of the debt securities of the series will
not be entitled to the benefits of the indenture except for registration of
transfer and exchange of debt securities and replacement of lost, stolen or
mutilated debt securities.
Under Federal income tax law as of the date of this prospectus, a discharge
may be treated as an exchange of the related debt securities. Each holder might
be required to recognize gain or loss equal to the difference between the
holder's cost or other tax basis for the debt securities and the value of the
holder's interest in the trust. Holders might be required to include as income
a different amount than would be includable without the discharge. Prospective
investors are urged to consult their own tax advisers as to the consequences of
a discharge, including the applicability and effect of tax laws other than the
Federal income tax law.
Modification of Indentures
Generally, under each indenture, we and the trustee will be permitted to
modify our rights and obligations, any guarantors' rights and obligations and
the rights of the holders under that indenture with the consent of the holders
of a majority in aggregate principal amount of the outstanding debt securities
of each series affected by the modification, including consents obtained in
connection with a purchase of, or a tender offer for, a series of debt
securities. However, without the consent of each holder affected, no
modification may:
. reduce principal amount of any series of debt securities;
. reduce the rate of, or change the time for payment of interest of, any
series of debt securities;
. alter the ranking of a series of debt securities relative to our other
indebtedness;
. waive a default or event of default in the payment of principal of or
premium, if any, or interest on a series of debt securities (except a
rescission of acceleration by the holders of at least a majority in
aggregate principal amount of such series of debt securities and a waiver
of the payment default that resulted from such acceleration); and
. make any change in the preceding modification, amendment and waiver
provisions.
Notwithstanding the preceding, without the consent of any holder of the debt
securities, we and the applicable trustee may amend or supplement an indenture:
. to cure any ambiguity, defect or inconsistency;
. to provide for the assumption of our obligations to holders of debt
securities in the case of a merger or consolidation or sale of all or
substantially all of our assets;
. to make any change that would provide any additional rights or benefits
to the holders of debt securities or that does not adversely affect the
legal rights under the applicable indenture of any such holder;
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. to provide for a successor trustee;
. to comply with requirements of the Securities and Exchange Commission in
order to effect or maintain the qualification of the indenture under the
Trust Indenture Act; or
. if applicable, to add terms and provisions relating to a specific series
of debt securities.
Meetings
Each indenture contains provisions describing how meetings of the holders of
debt securities of a series may be convened. A notice of the meeting must
always be given in the manner described under "--Notices" below. Generally
speaking, except for any consent that must be given by all holders of a series
as described under "--Modification of Indentures" above, any resolution
presented at a meeting of the holders of a series of debt securities may be
adopted by the affirmative vote of the holders of a majority in principal
amount of the outstanding debt securities of that series, unless the indenture
allows the action to be voted upon to be taken with the approval of the holders
of a different specific percentage of principal amount of outstanding debt
securities of a series. In that case, the holders of outstanding debt
securities of at least the specified percentage must vote in favor of the
action. Any resolution passed or decision taken at any meeting of holders of
debt securities of any series in accordance with the applicable indenture will
be binding on all holders of debt securities of that series and any related
coupons, unless, as discussed in "--Modification of Indentures" above, the
action is only effective against holders that have approved it. The quorum at
any meeting called to adopt a resolution, and at any reconvened meeting, will
be holders holding or representing a majority in principal amount of the
outstanding debt securities of a series.
Governing Law
Each indenture and the debt securities will be governed by and construed in
accordance with the laws of the State of New York.
Notices
Notices to holders of debt securities will be given by mail to the addresses
of such holders as they appear in the security register for such debt
securities.
No Personal Liability of Officers, Directors, Employees or Stockholders
No director, officer, employee or stockholder, as such, of ours or any of
our affiliates shall have any personal liability for any of our obligations or
the obligations of any guarantors under any indenture or the debt securities by
reason of his, her or its status as such.
Each holder of debt securities by accepting such debt securities will waive
and release all such liability. The waiver and release will be part of the
consideration for issuance of the debt securities. The waiver may not be
effective to waive liabilities under the Federal securities laws.
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DESCRIPTION OF EQUITY SECURITIES
Our charter currently authorizes us to issue up to 125 million shares of
common stock and up to five million shares of preferred stock.
Common Stock
The holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Subject to
preferences that may be applicable to any outstanding preferred stock and
restrictions under any applicable debt instruments holders of common stock are
entitled to receive ratably such dividends as may be declared by our board of
directors out of funds legally available therefor. In the event of a
liquidation, dissolution, or winding up, holders of common stock are entitled
to share ratably in all assets remaining after payment of liabilities and
liquidation preference of any outstanding preferred stock. Holders of common
stock have no preemptive rights, no cumulative voting rights and have no rights
to convert their common stock into any other securities. There are no
redemption provisions with respect to any shares of common stock. All of the
outstanding shares of common stock are, and the common stock offered by this
prospectus will be, upon issuance against full payment of the purchase price
therefor, fully paid and nonassessable. As of June 1, 2000 there were issued
and outstanding 39,972,844 shares of common stock. As of that date, we also had
the following shares of common stock reserved:
. 15% of the total outstanding shares of common stock reserved for issuance
under our Amended and Restated 1997 Equity Incentive Plan;
. 1,350,000 shares of common stock reserved for issuance under our 401k
plan; and
. 3,347,619 shares of common stock reserved for issuance upon conversion of
our 4 1/2% convertible subordinated notes.
The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company. The common stock is listed on the New York Stock
Exchange under the symbol "FGH."
Preferred Stock
We may issue shares of our preferred stock in one or more series. We will
determine the dividend, voting, conversion and other rights of the series being
offered and the terms and conditions relating to its offering and sale at the
time of the offer and sale.
Our charter authorizes us to issue preferred stock, in one or more series,
without stockholder action. Our board of directors can determine the number of
shares of each series, and the rights, preferences and limitations of each
series. We may also amend our charter to increase the number of authorized
shares of preferred stock in a manner permitted by our charter and the
Mississippi Business Corporation Act, or the MBCA. As of the date of this
prospectus, 50,000 shares of preferred stock currently designated as Series A
Junior Participating Preferred Stock are reserved, but we have no shares of
preferred stock outstanding.
The particular terms of any series of preferred stock being offered by us
under this shelf registration will be described in the prospectus supplement
relating to that series of preferred stock. Those terms may include:
. the number of shares of the series of preferred stock being offered;
. the title and liquidation preference per share of that series of the
preferred stock;
. the purchase price of the preferred stock;
. the dividend rate (or method for determining such rate);
. the dates on which dividends will be paid;
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. whether dividends on that series of preferred stock will be cumulative or
noncumulative and, if cumulative, the dates from which dividends shall
commence to accumulate;
. any redemption or sinking fund provisions applicable to that series of
preferred stock;
. any conversion provisions applicable to that series of preferred stock;
. voting rights of the preferred stock;
. whether we have elected to offer depositary shares with respect to that
series of preferred stock; or
. any additional dividend, liquidation, redemption, sinking fund and other
rights and restrictions applicable to that series of preferred stock.
The terms of any series of preferred stock being offered will be disclosed
in the prospectus supplement relating to that series of preferred stock. You
should refer to the amendment to our charter relating to the series of the
preferred stock for the complete terms of that preferred stock. We will file
the applicable charter amendment for any series of preferred stock as an
exhibit to the registration statement of which the prospectus forms a part (or
as exhibit to a Current Report on Form 8-K) promptly after the offering of that
series of preferred stock.
The preferred stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the prospectus supplement, in the event we
liquidate, dissolve or wind-up our business, each series of preferred stock
will have the same rank as to dividends and distributions as each other series
of the preferred stock we may issue in the future.
Depositary Shares
General
We may offer receipts for fractional interests, or "depositary shares", in
preferred stock, rather than full shares of preferred stock. If we do so,
receipts for depositary shares, or "depositary receipts", each of which will
represent a fraction (which will be set forth in the prospectus supplement
relating to the applicable series of preferred stock) of a share of a
particular series of preferred stock, will be issued as described below.
The shares of any series of preferred stock represented by depositary shares
will be deposited under a deposit agreement between us and a depositary to be
named by us in the applicable prospectus supplement. Subject to the terms of
the deposit agreement, each owner of a depositary share will be entitled, in
proportion to the applicable fraction of a share of preferred stock represented
by that depositary share, to all of the rights and preferences of the preferred
stock represented thereby (including dividend, voting, redemption, subscription
and liquidation rights). We will file the deposit agreement and form of
depositary receipt relating to any depositary shares we issue as exhibits to
the registration statement of which this prospectus forms a part (or as an
exhibit to a Current Report on Form 8-K) promptly after the offering of such
depositary share.
The following discussion describes general terms and provisions of
depositary shares. Other terms, and the particular terms of a specific offering
of depositary shares (which may differ from the terms described below) will be
described in the prospectus supplement relating to that offering.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash
distributions received in respect of the applicable series of preferred stock
to the record holders of depositary shares relating to that series in
proportion to the amount of those depositary shares owned by the holders.
In the event of a distribution other than in cash, then the depositary will
distribute property received by it to the record holders of depositary shares
in an equitable manner, unless we, after consulting with the
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depositary, determine that it is not feasible to make the distribution, in
which case the depositary may sell the distributed property and distribute the
net proceeds from the sale to the holders.
Redemption of Depositary Shares
If a series of preferred stock represented by depositary shares is subject
to redemption, the depositary shares will be redeemed from the proceeds
received by the depositary resulting from any redemption of any shares of that
series of preferred stock held by the depositary. The redemption price per
depositary share will equal the applicable fraction of the redemption price per
share payable with respect to that series of preferred stock. Whenever we
redeem shares of preferred stock held by the depositary, the depositary will
redeem, as of the same redemption date, the number of depositary shares
representing shares of preferred stock so redeemed. If fewer than all of the
depositary shares are to be redeemed, then the depositary shares to be redeemed
will be selected by lot, pro rata or by another equitable method.
Withdrawal of Preferred Stock
Any holder of depositary shares may receive, upon surrender of the
corresponding depositary receipts to the depositary, the number of whole shares
of the related series of preferred stock and any money or other property
represented by the surrendered depositary receipts. Holders of depositary
shares that surrender their depositary receipts will be entitled to receive
whole shares of preferred stock on the basis set forth in the related
prospectus supplement for the applicable series of preferred stock, but holders
of whole shares of that series of preferred stock will not be entitled to
subsequently deposit those shares of preferred stock under the deposit
agreement or to receive depositary receipts therefor. If the depositary shares
surrendered by a holder in connection with a withdrawal exceed the number of
depositary shares that represent the number of whole shares of preferred stock
to be withdrawn, then the depositary will deliver to that holder at the same
time a new depositary receipt evidencing the excess number of depositary
shares.
Voting the Preferred Stock
Upon receipt of a notice of any meeting at which the holders of a series of
preferred stock are entitled to vote, the depositary will mail the information
contained in the notice to the record holders of the depositary shares relating
to that series of preferred stock. Each record holder of the depositary shares
on the record date (which will be the same date as the record date for the
preferred stock) will be entitled to instruct the depositary to exercise the
voting rights pertaining to the shares of preferred stock represented by that
holder's depositary shares. The depositary will endeavor, insofar as
practicable, to vote the amount of the preferred stock represented by those
depositary shares in accordance with the holder's instructions, and we will
take all reasonable action that the depositary may deem necessary in order to
enable the depositary to do so. The depositary will abstain from voting shares
of the preferred stock to the extent that it does not receive specific
instructions from the holder of depositary shares representing those shares of
preferred stock.
Amendment and Termination of Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment that imposes any fees,
taxes or other charges payable by holders of depositary receipts (other than
taxes and other governmental charges, fees and other expenses payable by such
holders as stated under "--Depositary Shares--Charges of Depositary"), or that
otherwise prejudices any substantial existing right of holders of depositary
receipts, will not affect outstanding depositary receipts until 90 days after
notice of the amendment has been mailed to the record holders of outstanding
depositary receipts. Every holder of depositary receipts at the time the
amendment becomes effective will be deemed to consent and agree to the
amendment and to be bound by the deposit agreement, as so amended. No amendment
may impair the right of any owner of depositary shares to receive shares of the
preferred stock and any money or other property represented thereby, subject to
the conditions specified in the deposit agreement, upon surrender of the
depositary receipts evidencing such depositary shares, except in order to
comply with mandatory provisions of applicable law.
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Whenever so directed by us, the depositary will terminate the deposit
agreement by mailing notice of termination to the record holders of all
depositary receipts then outstanding at least 30 days before the termination
date stated in the notice. The depositary also may terminate the deposit
agreement if 45 days have expired after the depositary delivered to us a
written notice of its election to resign and a successor depositary has not
been appointed and accepted its appointment. If any depositary receipts remain
outstanding after the date of termination, the depositary will discontinue the
transfer of depositary receipts, will suspend the distribution of dividends to
the holders of depositary receipts, and will not give any further notices
(other than notice of termination) or perform any further acts under the
deposit agreement, except that the depositary will continue (1) to collect
dividends and any other distributions on the preferred stock and (2) to deliver
the preferred stock, together with the corresponding dividends and
distributions and the net proceeds of any sales of rights, preferences,
privileges or other property, without liability for interest thereon, in
exchange for depositary receipts surrendered. At any time after two years from
the date of termination, the depositary may sell the preferred stock then held
by it a public or private sales, at such place or places and upon such terms as
it deems proper, and may hold the net proceeds of any sale, together with any
money and other property then held by it, without liability for interest
thereon, for the pro rata benefit of the holders of depositary receipts which
have not been surrendered.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering notice of its election
to do so to us, and we may at any time remove the depositary. Any resignation
or removal will take effect upon the appointment of a successor depositary and
its acceptance of such appointment. The successor depositary must be appointed
within 45 days after delivery of the notice of resignation or removal and must
be a bank or trust company, or an affiliate of a bank or trust company, having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000.
Charges of Depositary
We will pay charges of the depositary in connection with the initial deposit
of the preferred stock and issuance of depositary receipts, all withdrawals of
shares of preferred stock by owners of depositary shares, any redemption of the
deposited preferred stock and the distribution of information to holders of the
depositary receipts. Holders of depositary receipts will pay other transfer and
other taxes and governmental charges and any other charges that are expressly
provided in the deposit agreement to be at their expense.
Miscellaneous
The depositary will forward to the holders of depositary receipts all
reports and communications from us that are delivered to the depositary and
that we are required or otherwise that we determine to furnish to the holders
of the corresponding series of preferred stock.
Neither we nor the depositary will be liable it is prevented or delayed by
law or any circumstance beyond its control in performing its obligations under
the deposit agreement. The obligations of the depositary under the deposit
agreement are limited to performing its duties thereunder without negligence or
bad faith. Our obligations under the deposit agreement are limited to
performing our duties thereunder in good faith. Neither we nor the depositary
will be required to prosecute or defend any legal proceeding regarding any
depositary shares or preferred stock unless satisfactory indemnity is
furnished. We and the depositary may rely upon the advice of counsel or
accountants, or upon information provided by persons presenting preferred
stock.
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DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities, common stock or preferred
stock (which may be represented by depositary shares). We may issue warrants
independently or together with any other securities and may attach them to or
separate them from other securities. We will issue any warrants under separate
warrant agreements to be entered into between us and a warrant agent specified
in the applicable prospectus supplement.
Specific Terms of Each Series of Warrant in a Prospectus Supplement
The following described general terms and provisions of the warrants to
which any prospectus supplement may relate. Other terms, and the particular
terms of a specific series of warrants (which may differ from the terms
described below), will be described in the prospectus supplement relating to
that series. The terms of each series of warrants will be governed by a warrant
agreement that we will enter into with a warrant agent. No warrant agreement is
restated in its entirety below, and the warrant agreement relating to any
specific series of warrants will not be restated in its entirety in a
prospectus supplement. We will file a warrant agreement relating to each series
of warrants as an exhibit to the registration statement of which this
prospectus forms a part (or as an exhibit to a Current Report on Form 8-K)
promptly after the offering of those warrants. You should read that warrant
agreement, because it, and not this description, will control the rights of
holders of the applicable warrants.
The warrants will be denominated in U.S. dollars or in such foreign
currency, currency unit or composite currency as indicated in the applicable
prospectus supplement.
The applicable prospectus supplement will describe the terms of any series
of warrants in respect of which this prospectus is being delivered, including,
where applicable, the following:
. the title of the warrants
. the aggregate number of the warrants;
. the price or prices for which the warrants will be issued;
. the currency, currency unit or composite currency in which the price for
the warrants will be payable;
. the designation, number and terms of the debt securities, common stock or
preferred stock purchasable upon exercise of the warrants, and procedures
pursuant to which such numbers may be adjusted;
. the designation and terms of the debt securities, common stock or
preferred stock, if any, with which the warrants are issued and the
number of warrants issued with each such security;
. the date, if any, on and after which the warrants and the related
underlying security will be separately transferable;
. the exercise price or prices at which the debt securities, common stock
or preferred stock purchasable upon exercise of the warrants may be
purchased, or provisions for determining the exercise price or prices,
procedures pursuant to which the exercise price or prices may be
adjusted, and (if not U.S. dollars) the foreign currency, currency unit
or composite currency in which the exercise price or prices are
denominated;
. the date on which the right to exercise the warrants will commence and
the date on which that right will expire;
. whether the warrants will be issued in bearer form;
. the minimum or maximum amount of warrants that may be exercised at any
one time;
. information with respect to book-entry procedures, if any;
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. a discussion of certain Federal income tax considerations; and
. any other terms of the warrants, including terms, procedures and
limitations relating to the transferability, exchange and exercise of the
warrants.
Until they exercise their warrants, holders of warrants will not have any of
the rights of holders of the securities purchasable upon exercise, and will not
be entitled to
. receive payments of principal of (or premium, if any) or interest, if
any, on any debt securities purchasable upon exercise,
. receive dividend payments, if any, with respect to any underlying
securities or
. exercise the voting rights of any common stock or preferred stock
purchasable upon exercise.
Exercise Of Warrants
Unless otherwise indicated in the applicable prospectus supplement relating
thereto, the warrants will be issued in registered form. Each warrant will
entitle its holder to purchase for cash the principal amount or number of our
securities at the exercise price set forth in, or determinable from, the
applicable prospectus supplement relating to the warrants offered thereby.
Warrants may be exercised as described in the applicable prospectus supplement
at any time up to the close of business on the expiration date set forth in the
prospectus supplement. After the close of business on the expiration date (or
any later expiration date, if we extend the expiration date), unexercised
warrants will become void.
Upon receipt of payment and of the certificate evidencing a warrant,
properly completed and duly executed, at the corporate trust office of the
warrant agent or any other office indicated in the applicable prospectus
supplement, we will, as soon as practicable, forward the securities purchasable
upon such exercise. If less than all of the warrants represented by a
surrendered warrant certificate are exercised, a new warrant certificate will
be issued for the remaining warrants.
Modifications
We and the warrant agent may amend the warrant agreements and the terms of
the warrants, without the consent of the holders of warrants,
. to cure any ambiguity, defect or inconsistency;
. to provide for the assumption of our obligations to holders of warrants
in the case of a merger or consolidation or sale of all or substantially
all of our assets;
. to make any change that we deem necessary or desirable and that will not
materially and adversely affect the interests of holders of outstanding
warrants; or
. to provide for a success warrant agent.
We and the warrant agent also may modify or amend certain other terms of the
warrant agreements and the warrants with the consent of the holders of a
majority in number of the then-outstanding unexercised warrants affected.
However, no such modification or amendment may be made without the consent of
the affected holders if the amendment would
. shorten the period of time during which the warrants may be exercised;
. otherwise materially and adversely affect the exercise rights of the
holders of the warrants; or
. reduce the number of outstanding warrants.
19
<PAGE>
Merger, Consolidation Or Sale Of Assets
If at any time there occurs a merger of, consolidation of, or sale of
substantially all of the assets of, us, as a result of which securities
underlying warrants are converted into the right to receive stock, securities
or other property, then each outstanding warrant will thereafter only be
exercisable for the kind and amount of stock, securities or other property
receivable upon the consummation of that transaction by a holder of the number
of securities underlying the warrant.
Enforceability Of Rights By Holders
The warrant agent will act solely as our agent in connection with the
issuance and exercise of any warrants. The warrant agent will have no duty or
responsibility in case of any default by us in the performance of its
obligations under the warrant agreements or the warrant certificates. Each
holder of warrants may, without the consent of the warrant agent, enforce by
appropriate legal action, on its own behalf, its right to exercise its
warrants.
20
<PAGE>
PLAN OF DISTRIBUTION
We may sell the securities through agents; through underwriters or dealers;
or directly to one or more purchasers.
By Agents
securities may be sold through agents designated by us. The agents agree to
use their reasonable best efforts to solicit purchases for the period of their
appointment.
By Underwriters
If underwriters are used in the sale, the securities will be acquired by the
underwriters for their own account. The underwriters may resell the securities
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be subject to
certain conditions. The underwriters will be obligated to purchase all the
securities of the series offered if any of the securities are purchased. Any
initial public offering price and any discounts or concessions allowed or re-
allowed or paid to dealers may be changed from time to time.
Direct Sales
We may also sell these securities directly. In this case, no underwriters or
agents would be involved.
General Information
Underwriters, dealers and agents that participate in the distribution of the
securities may be underwriters as defined in the Securities Act, and any
discounts or commissions received by them from us and any profit on the resale
of the securities by them may be treated as underwriting discounts and
commissions under the Securities Act. Any underwriters or agents will be
identified and their compensation described in a prospectus supplement.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or perform
services for, us or our subsidiaries in the ordinary course of their business.
21
<PAGE>
LEGAL MATTERS
Unless otherwise specified in a prospectus supplement relating to particular
securities, the validity of the securities will be passed upon for us by
Andrews & Kurth L.L.P., Houston, Texas. If the securities are being distributed
in an underwritten offering, the validity of the securities will be passed upon
for the underwriters by counsel identified in the related prospectus
supplement.
EXPERTS
The consolidated financial statements of Friede Goldman Halter, Inc. at
December 31, 1999, and for the year then ended, incorporated by reference in
this prospectus and registration statement have been audited by Ernst & Young
LLP, independent auditors, and at December 31, 1998, and for each of the two
years in the period ended December 31, 1998, by Arthur Andersen LLP,
independent auditors, as set forth in their respective reports incorporated by
reference herein, and are included in reliance upon such reports given on the
authority of such firms as experts in accounting and auditing.
22
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act, and, in accordance therewith, file reports, proxy statements and other
information with the Securities and Exchange Commission. Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the SEC: 7
World Trade Center, Suite 1300, New York, New York 10048; and Northwestern
Atrium, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Such material also may be accessed electronically by means of
the SEC's home page on the Internet at http://www.sec.gov. Our common stock is
listed for trading on the New York Stock Exchange under the trading symbol
"FGH," and reports, proxy statements and other information concerning us may be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005. You may also obtain information on our company at our home page on the
Internet at http://www.fgh.com.
We have filed with the SEC a registration statement under the Securities Act
with respect to these securities. This prospectus does not contain all of the
information in the registration statement. For further information on us and
these securities, you should read the registration statement and the exhibits
attached to the registration statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which we have previously filed with the SEC pursuant
to the Securities Exchange Act are incorporated into this prospectus by
reference:
1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999; and
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000.
3. Our Current Report on Form 8-K filed with the SEC on June 6, 2000.
All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act after the date of this prospectus and before the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this prospectus and to be part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that
a statement contained therein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this prospectus.
We will provide without charge to each person, including any beneficial
owner of a security, to whom a copy of this prospectus is delivered, upon
written or oral request of such person, a copy of any or all documents
incorporated by reference in this prospectus (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents). Requests for such copies should be directed to Friede Goldman
Halter, Inc., 13085 Industrial Seaway Road, Gulfport, Mississippi 39503, Attn:
Corporate Secretary, (228) 896-0029.
23
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than selling or
underwriting discounts and commissions, to be incurred by us in connection with
the issuance and distribution of the securities being registered. All amounts
shown are estimated except the Securities and Exchange Commission registration
fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............ $ 52,800
Blue Sky expenses, including legal fees *...................... 4,000
Printing and engraving expenses*............................... 150,000
Legal fees and expenses*....................................... 75,000
Trustee fees and expenses*..................................... 10,000
Rating agency fees*............................................ 10,000
Accounting fees and expenses*.................................. 100,000
Miscellaneous *................................................ 8,200
--------
Total *...................................................... $410,000
========
</TABLE>
--------
* Estimated solely for the purpose of this Item. Actual expenses may be more
or less, depending on the nature of the offering and the type of security.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection (a) of Section 79-4-8.51 ("Section 8.51" ) of the Mississippi
Business Corporation Act (the "MBCA"), as amended, authorizes corporations to
indemnify an individual made a party to a proceeding because he is a director
against liability incurred in the proceeding if (1) he conducted himself in
good faith, (2) he reasonably believed, in the case of conduct in his official
capacity, that his conduct was in the best interests of the corporation, and in
all other cases, that his conduct was at least not opposed to its best
interests and (3) in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful. Subsection (d) of Section 8.51
provides that a corporation may not indemnify a director (1) in connection with
a proceeding by or in the right of the corporation, except for reasonable
expenses incurred in connection with a proceeding if it is determined that the
director has met the relevant standard of conduct under subsection (a)
described above, or (2) in connection with any proceeding with respect to
conduct for which he was adjudged liable on the basis that he received a
financial benefit to which he was not entitled, whether or not involving action
in his official capacity.
Section 79-4-8.52 ("Section 8.52") of the MBCA provides that a corporation
shall indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party because he
was a director of the corporation against reasonable expenses incurred by him
in connection with the proceeding.
Section 79-4-8.54 of the MBCA authorizes a director of the corporation who
is a party to a proceeding to apply for indemnification or an advance of
expenses to the court conducting the proceeding or to another court of
competent jurisdiction. The court may order (1) indemnification if it
determines the director is entitled to mandatory indemnification under Section
8.52, (2) indemnification or advance of expenses if it determines the director
is so entitled under the articles of incorpra6tion, bylaws, resolution of the
corporation or contract approved by the board of directors or shareholders, or
(3) indemnification or advance of expenses if it determines that it is fair and
reasonable.
Section 79-4-8.56 of the MBCA provides that a corporation may indemnify and
advance expenses to an officer of the corporation who is a party to a
proceeding because he is an officer of the corporation to the same extent as to
a director and, if he is an officer but not a director, to such further extent
as provided for in the
II-1
<PAGE>
articles of incorporation, bylaws, resolution of the board of directors or
contract, except for (1) liability in connection with a proceeding by or in the
right of the corporation other than for reasonable expenses incurred in
connection with the proceeding or (2) liability arising out of conduct that
constitutes (A) receipt by him of a financial benefit to which he is not
entitled, (B) an intentional infliction of harm on the corporation or
shareholders, or (C) an intentional violation of criminal law.
Section 79-4-8.57 of the MBCA authorizes a corporation to purchase and
maintain insurance on behalf of an individual who is a director or officer of
the corporation, or who, while a director or officer of the corporation, serves
at the corporation's request as a director, officer, partner, trustee, employee
or agent of another domestic or foreign partnership, joint venture, trust,
employee benefit plan or other entity, against liability asserted against or
incurred by him in that capacity or arising from his status as a director or
officer, whether or not the corporation would have power to indemnify or
advance expenses to him against the same liability under the indemnification
provisions of the MBCA.
Section 79-4.202 (b) (4) of the MBCA, as amended, provides that the articles
of incorporation may contain a provision eliminating or limiting the liability
of a director to the corporation or its shareholders for money damages for any
action taken, or any failure to take any action, as a director, except
liability for (1) the amount of a financial benefit received by a director to
which he is not entitled, (2) an intentional infliction of harm on the
corporation or the shareholders, (3) a violation of Section 79-4-8.33 of the
MBCA dealing with liability for unlawful distributions or (4) an intentional
violation of criminal law.
Article Nine of our Amended and Restated Articles of Incorporation states
that:
No director of the Company shall be personally liable to the Company or
its shareholders for monetary damages for breach of fiduciary duty by such
director as a director; provided however, that this Article Ninth shall not
eliminate or limit the liability of a director to the extent provided by
applicable law (1) for any breach of the director's duty of loyalty to the
Company or its shareholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
under Section 79-4-8.33 of the MBCA or (4) for any transaction from which
the director derived an improper personal benefit. No amendment to or
repeal of this Article Ninth shall apply to, or have any effect on, the
liability or alleged liability of any director of the Company for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal. If the laws of the State of Mississippi are amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Company
shall be eliminated or limited to the fullest extent permitted by the laws
of the State of Mississippi, as so amended.
In addition, Section 6.1 of our Amended and Restated Bylaws further provides
that:
Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that such person, or a person of whom such person is the
legal representative, is or was or has agreed to become a director or
officer of the corporation or is or was serving or has agreed to serve at
the request of the Company as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving or having agreed to serve as a director, officer, employee or
agent, shall be indemnified and held harmless by the Company to the fullest
extent authorized by the MBCA, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Company to provide broader indemnification
rights that said law permitted the Company to provide prior to such
amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, amounts paid or to be paid in settlement and excise
taxes or penalties arising under the Employee Retirement Income Security
Act of 1974, as in effect from time to time) reasonably incurred or
suffered by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director, officer,
II-2
<PAGE>
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; provided, however, that, except as provided
in Section 6.2 hereof, the Company shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated
by such person only if such proceeding (or part thereof) was authorized by
the Board of Directors. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to have the
Company pay, subject to the provisions of Sections 8.51 and 8.53 of MBCA,
the expenses incurred in defending any such proceeding in advance of its
final disposition; any advance payments to be paid by the Company within 20
calendar days after the receipt by the Company of a statement or statements
from the claimant requesting such advance or advances from time to time;
provided, however, that, if and to the extent the MBCA requires, the
payment of such expenses incurred by a director or officer in advance of
the final disposition of a proceeding, shall be made only upon delivery to
the Company of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that
such director or officer is not entitled to be indemnified under this
Section 6.1 or otherwise. The Company may, to the extent authorized from
time to time by the Board of Directors, grant rights to indemnification,
and rights to have the Company pay the expenses incurred in defending any
proceeding in advance of its final disposition, to any employee or agent of
the Company to the fullest extent of the provisions of this Article VI with
respect to the indemnification and advancement of expenses of directors and
officers of the Company.
We maintain directors and officers' liability insurance and have entered
into indemnification agreements with our directors and certain of our officers.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors and officers and controlling persons pursuant to
the foregoing provisions, we have been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
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 Exhibit 2.1 to Friede Goldman International Inc.'s
Registration Statement on Form S-4 (Registration No. 333-87853) filed
with the SEC on September 27, 1999).
2.2 Amendment No. 1, dated September 14, 1999, to Agreement and Plan of
Merger between Friede Goldman International Inc. and Halter Marine
Group, Inc. (incorporated by reference to Exhibit 2.2 to Friede
Goldman International Inc.'s Registration Statement on Form S-4
(Registration No. 333-87853) filed with the SEC on September 27,
1999).
4.1 Specimen Stock Certificate. (incorporated by reference to Exhibit 3 to
Friede Goldman International Inc.'s Registration Statement on Form 8-A
(File No. 001-14627) filed with the SEC on November 18, 1998).
4.2 Stockholder's Agreement by and between Friede Goldman International
Inc. and J. L. Holloway, dated as of June 1, 1999. (incorporated by
reference to Exhibit 4.1 to Friede Goldman International Inc.'s
Registration Statement on Form S-4 (Registration No. 333-87853) filed
with the SEC on September 27, 1999).
4.4 Amendment No. 1 to Registration Rights Agreement among Friede Goldman
International Inc., J. L. Holloway, Carl M. Crawford, Ronald W.
Schnoor, James A. Lowe, III, John F. Alford, Holloway Partners, L.P.,
Carl Crawford Children's Trust and Bodin Children's Trust
(incorporated by reference to Exhibit 4.4 to Friede Goldman
International Inc.'s Registration Statement on Form S-4 (Registration
No. 333-87853) filed with the SEC on September 27, 1999).
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
4.5 Indenture dated September 15, 1997 between the Halter Marine Group,
Inc. and the United States Trust Company of Texas, N.A., as trustee
for Halter Marine Group Inc.'s 4 1/2% Convertible Subordinated Notes
due 2004. (incorporated by reference to Exhibit 4.1 to Halter Marine
Group, Inc.'s Registration Statement on Form S-3 (Registration No.
333-38491) filed with the SEC on October 22, 1997).
4.6 First Supplemental Indenture, dated as of November 2, 1999 and
effective as of November 3, 1999, by and among Friede Goldman
International Inc., Halter Marine Group, Inc. and U.S. Trust Company
of Texas, N.A., as trustee for the 4 1/2% Convertible Subordinated
Notes due 2004. (incorporated by reference to Exhibit 4.1 to Friede
Goldman Halter, Inc.'s Current Report on Form 8-K filed with the SEC
on November 9, 1999).
4.7 Registration Rights Agreement dated September 15, 1997, among the
Company and Donaldson, Lufkin & Jenrette Securities Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated. (incorporated by
reference to Exhibit 4.2 to Halter Marine Group, Inc.'s Registration
Statement on Form S-3 (Registration No. 333-38491) filed with the SEC
on October 22, 1997).
4.8 Rights Agreement, dated December 7, 1998, between the Company and
American Stock Transfer & Trust Company, as Rights Agent.
(incorporated by reference to Exhibit 1 to Friede Goldman
International Inc.'s Registration Statement on Form 8-A (File No. 001-
14627) filed with the SEC on January 12, 1999).
4.9 First Amendment to Rights Agreement, dated as of October 18, 1999,
between the Company and American Stock Transfer & Trust Company, as
Rights Agent. (incorporated by reference to Exhibit 4.4 to Friede
Goldman International Inc.'s Registration Statement on Form 8-A/A
(File No. 001-14627) filed with the SEC on October 20, 1999).
*12.1 Statement regarding the computation of ratio of earnings to fixed
charges.
21.1 Subsidiaries of Friede Goldman Halter, Inc. (incorporated by reference
to Exhibit 21.1 to Friede Goldman Halter, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1999).
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of Arthur Andersen LLP.
*24.1 Power of Attorney (included on signature page).
</TABLE>
--------
* Filed herewith
We will file, as an exhibit to a Current Report on Form 8-K, (a) any
underwriting agreement relating to securities offered hereby, (b) the
instruments setting forth the terms of any debt securities, preferred stock,
depositary shares or warrants, (c) any required opinion of counsel as to the
validity of any securities and as to certain tax matters relative to securities
and (d) any statements with respect to the eligibility of a trustee with
respect to any debt securities.
ITEM 17. UNDERTAKINGS
A. We hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or
II-4
<PAGE>
in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of the prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in this registration statement;
provided, however, that paragraphs A(l)(a) and A(l)(b) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the SEC by the registrant pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. We hereby undertake that, for purposes of determining any liability under
the Securities Act, each filing of our annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. We hereby undertake to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the prospectus to
provide such interim financial information.
D. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons
pursuant to the provisions described in Item 15 above, or otherwise, we have
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by one
of our directors, officers, or controlling persons in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pascagoula, State of Mississippi, on June 14, 2000.
Friede Goldman Halter, Inc.
/s/ John F. Alford
By: _________________________________
John F. Alford
President and Chief Operating
Officer
Each of the undersigned officers and directors of Friede Goldman Halter,
Inc. (the "Company") hereby constitutes and appoints John F. Alford and Maureen
O'Connor Sullivan, and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file this registration statement
under the Securities Act of 1933, as amended, and any or all amendments
(including, without limitation, post-effective amendments), with all exhibits
and any and all documents required to be filed with respect thereto, with the
Securities and Exchange Commission or any regulatory authority, granting unto
such attorneys-in-fact and agents, and each of them acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same,
as fully to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any of them, or their substitute or substitutes, may
lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the 14th day of June, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ J. L. Holloway Chairman of the Board, Chief Executive
___________________________________________ Officer and Director (Principal Executive
J. L. Holloway Officer)
/s/ Rick S. Rees Executive Vice President and Chief
___________________________________________ Financial Officer (Principal Financial and
Rick S. Rees Accounting Officer)
/s/ Alan A. Baker Director
___________________________________________
Alan A. Baker
Director
___________________________________________
T. Jay Collins
/s/ Angus R. Cooper, II Director
___________________________________________
Angus R. Cooper, II
Director
___________________________________________
Barry J. Galt
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Jerome L. Goldman Director
___________________________________________
Jerome L. Goldman
/s/ Gary L. Kott Director
___________________________________________
Gary L. Kott
Director
___________________________________________
Raymond E. Mabus
</TABLE>
II-7
<PAGE>
LIST OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
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 Exhibit 2.1 to Friede Goldman
International Inc.'s Registration Statement on Form S-4
(Registration No. 333-87853) filed with the SEC on September 27,
1999).
2.2 Amendment No. 1, dated September 14, 1999, to Agreement and Plan
of Merger between Friede Goldman International Inc. and Halter
Marine Group, Inc. (incorporated by reference to Exhibit 2.2 to
Friede Goldman International Inc.'s Registration Statement on Form
S-4 (Registration No. 333-87853) filed with the SEC on September
27, 1999).
4.1 Specimen Stock Certificate. (incorporated by reference to Exhibit
3 to Friede Goldman International Inc.'s Registration Statement on
Form 8-A (File No. 001-14627) filed with the SEC on November 18,
1998).
4.2 Stockholder's Agreement by and between Friede Goldman
International Inc. and J. L. Holloway, dated as of June 1, 1999.
(incorporated by reference to Exhibit 4.1 to Friede Goldman
International Inc.'s Registration Statement on Form S-4
(Registration No. 333-87853) filed with the SEC on September 27,
1999).
4.4 Amendment No. 1 to Registration Rights Agreement among Friede
Goldman International Inc., J. L. Holloway, Carl M. Crawford,
Ronald W. Schnoor, James A. Lowe, III, John F. Alford, Holloway
Partners, L.P., Carl Crawford Children's Trust and Bodin
Children's Trust (incorporated by reference to Exhibit 4.4 to
Friede Goldman International Inc.'s Registration Statement on Form
S-4 (Registration No. 333-87853) filed with the SEC on September
27, 1999).
4.5 Indenture dated September 15, 1997 between the Halter Marine
Group, Inc. and the United States Trust Company of Texas, N.A., as
trustee for Halter Marine Group Inc.'s 4 1/2% Convertible
Subordinated Notes due 2004. (incorporated by reference to Exhibit
4.1 to Halter Marine Group, Inc.'s Registration Statement on Form
S-3 (Registration No. 333-38491) filed with the SEC on October 22,
1997).
4.6 First Supplemental Indenture, dated as of November 2, 1999 and
effective as of November 3, 1999, by and among Friede Goldman
International Inc., Halter Marine Group, Inc. and U.S. Trust
Company of Texas, N.A., as trustee for the 4 1/2% Convertible
Subordinated Notes due 2004. (incorporated by reference to Exhibit
4.1 to Friede Goldman Halter, Inc.'s Current Report on Form 8-K
filed with the SEC on November 9, 1999).
4.7 Registration Rights Agreement dated September 15, 1997, among the
Company and Donaldson, Lufkin & Jenrette Securities Corporation
and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
(incorporated by reference to Exhibit 4.2 to Halter Marine Group,
Inc.'s Registration Statement on Form S-3 (Registration No. 333-
38491) filed with the SEC on October 22, 1997).
4.8 Rights Agreement, dated December 7, 1998, between the Company and
American Stock Transfer & Trust Company, as Rights Agent.
(incorporated by reference to Exhibit 1 to Friede Goldman
International Inc.'s Registration Statement on Form 8-A (File No.
001-14627) filed with the SEC on January 12, 1999).
4.9 First Amendment to Rights Agreement, dated as of October 18, 1999,
between the Company and American Stock Transfer & Trust Company,
as Rights Agent. (incorporated by reference to Exhibit 4.4 to
Friede Goldman International Inc.'s Registration Statement on Form
8-A/A (File No. 001-14627) filed with the SEC on October 20,
1999).
*12.1 Statement regarding the computation of ratio of earnings to fixed
charges.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
21.1 Subsidiaries of Friede Goldman Halter, Inc. (incorporated by
reference to Exhibit 21.1 to Friede Goldman Halter, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1999).
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of Arthur Andersen LLP.
*24.1 Power of Attorney (included on signature page).
</TABLE>
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* Filed herewith
