SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2000
THE HOLT GROUP, INC.
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(Exact name of issuer as specified in charter)
DELAWARE 333-52599 23-2932358
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(State or Other Jurisdiction Commission (I.R.S. Employer
of Incorporation or file number Identification
Organization) Number)
101 South King Street, Gloucester City, New Jersey 08030
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(Address of principal executive offices)
(856) 742-3000
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On March 31, 2000, The Holt Group, Inc. (the "Company") filed a Form 12b-25
with the Securities and Exchange Commission disclosing that the Company was
unable to file its Annual Report on Form 10-K for the year ended December 31,
1999 timely as a result of the fact that it had not yet completed its financial
statements for the year ended December 31, 1999. The Company is continuing to
finalize its financial statements to be included in its Form 10-K and intends to
file the Form 10-K as promptly as practicable. The Company reported net income
for the nine months ended September 30, 1999 of $13.4 million. The Company
expects to report a net loss for the year ended December 31, 1999 of at least
approximately $20 million. This net loss results in covenant defaults under its
debt agreements at December 31, 1999.
In April 2000, the Company became aware of the accounting impact of the
existence of certain Company guarantees of the indebtedness of related companies
which had not been previously considered in the preparation of its financial
statements for 1997 and 1998, and interim periods through September 30, 1999.
The existence of those guarantees resulted in covenant defaults under certain
Company debt agreements. As a result of these defaults, $207 million of
indebtedness under the defaulted agreements should have been presented in the
Company's December 31, 1998 balance sheet as current liabilities rather than
long-term liabilities. The assets, liabilities and results of operations of the
related party referred to above should have been consolidated into the Company's
financial statements, which would have resulted in $44 million additional total
assets and $46 million additional total liabilities at December 31, 1998 as
compared to the amounts previously presented, with a comparable impact to the
Company's financial statements for interim periods through September 30, 1999.
The reclassification of the indebtedness would not have had a material impact on
the Company's consolidated statements of income, comprehensive income,
stockholders' equity or cash flows for 1997 or 1998. As a result of the
foregoing, the previously issued financial statements for 1997 and 1998 and
interim periods through September 30, 1999 should no longer be relied upon.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE HOLT GROUP, INC.
Date: April 26, 2000 By: /s/ Thomas J. Holt
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Name: Thomas J. Holt
Title: Chief Executive Officer
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