Rule 424(b)(5)
File No. 33-35691
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 1, 1994)
250,000 SHARES
GLOBAL MARINE INC.
COMMON STOCK
$.10 PAR VALUE PER SHARE
All of the shares of Common Stock, $.10 par value per share
(the "Common Stock"), of Global Marine Inc. (the "Company")
offered by the Prospectus, as supplemented by this Prospectus
Supplement, are for the account of Clifford Services Ltd. (the
"Selling Stockholder"). The Company will not receive any
proceeds from sales of said shares. Sales will be effected by
the Selling Stockholder from time to time on the open market in
ordinary brokerage transactions on the New York Stock Exchange at
the prevailing market price at the time of sale. The Selling
Stockholder will pay customary brokerage commissions on each such
sale.
AN INVESTMENT IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF
RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE
MATTERS SET FORTH IN THE PROSPECTUS UNDER THE CAPTION "RISK
FACTORS," AS SUPPLEMENTED BY THE INFORMATION CONTAINED IN THIS
PROSPECTUS SUPPLEMENT UNDER THE CAPTION "SUPPLEMENTAL RISK
FACTORS."
The Company's common stock is traded on the New York Stock
Exchange under the symbol "GLM." On August 23, 1994, the last
reported sales price as reported on the New York Stock Exchange
Composite Transactions Tape was $3.75.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus Supplement is August 24, 1994
SUPPLEMENTAL HISTORICAL OPERATING INFORMATION
The following table sets forth certain data regarding rig
utilization for the industry and the Company's fleet. Industry
data, which is derived from data published in the Offshore Rig
Locator, is based upon all competitive rigs of the types
indicated for the periods indicated and includes many rigs that
are dissimilar to the Company's rigs in many respects, including
performance and environmental capabilities, operational criteria
and age. Furthermore, the industry data, among other things,
reports statistics on rig utilization based on both the "contract
method," which measures the number of days under contract
compared to the total days the rigs were owned, and the
"operating method," which measures utilization in terms of the
number of days the rigs are earning revenues to the total days
the rigs were owned. Consequently, the available industry data
set forth below may not be directly comparable to the Company's
data, which, among other things, calculates utilization based on
the contract method.
<TABLE>
<CAPTION>
Averages for
As of Six Months Averages for
June 30, Ended June 30, Years Ended December 31,
1994 1994 1993 1993 1992 1991 1990 1989
Company:
Jackups
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total Rigs 21(1) 21(1) 19 19.6(2) 19.1(3) 20 20 20
Utilization Rate 90% 99% 87% 92% 83% 93% 92% 80%
Semisubmersibles
Total Rigs 2 2 2.2(4) 2.1(4) 4 4 4 4
Utilization Rate 100% 39% 85% 90% 73% 85% 85% 70%
Drillships
Total Rigs 1 1 1.4(4) 1.2(4) 2 2 2 3.8(5)
Utilization Rate 100% 81% 60% 77% 77% 57% 84% 22%
Industry:
Jackups
Total Rigs 320 320 323 322 331 340 345 356
Utilization Rate 78% 79% 81% 82% 72% 76% 79% 70%
Semisubmersibles
Total Rigs 136 134 135 134 141 147 145 148
Utilization Rate 76% 74% 74% 76% 72% 80% 78% 69%
Drillships
Total Rigs 19 19 23 22 28 26 25 29
Utilization Rate 63% 65% 60% 59% 52% 64% 74% 54%
</TABLE>
(1) Data excludes two rigs not currently in service which were
acquired in the first quarter of 1994.
(2) Reflects the acquisition of three rigs and sale of one rig
in the third quarter of 1993.
(3) Reflects the sale of one rig in the first quarter of 1992.
(4) Reflects the sale of one rig in the first quarter of 1993.
(5) Reflects the sale of three rigs in the third quarter of
1989.
SUPPLEMENTAL RISK FACTORS
In addition to the information contained in the Prospectus
and incorporated herein by reference, prospective investors
should carefully consider the matter set forth below before
purchasing any shares of the Common Stock.
U.S. Oil Pollution Act of 1990 Update
On July 1, 1994, the U.S. Coast Guard, which is responsible
for promulgating regulations implementing the new financial
responsibility requirements with respect to offshore drilling
units under the U.S. Oil Pollution Act of 1990, issued an interim
final rule which essentially adopted the provisions on
certificates of financial responsibility ("COFR") contained in
the Notice of Proposed Rulemaking promulgated in August 1991.
The interim final rule provides that the Company may use its current
COFR until June 30, 1995, after which time a COFR complying with
the new rule must be obtained. No insurance facility has been
created which would comply with the COFR requirements of the new
rule, and no assurance can be made that the Company will be able
to satisfy the financial responsibility requirements the rule as
promulgated. The Company's inability to comply with the rule might
have a material adverse effect on its operations and financial
condition.
SELLING STOCKHOLDER
The 250,000 shares of Common Stock being offered by the
Prospectus, as supplemented by this Prospectus Supplement, are
owned by Clifford Services Ltd., and represent less than 1% of
the aggregate number of shares of Common Stock outstanding at
August 23, 1994. Following the sale of said shares, the Selling
Stockholder will own 500,000 remaining shares of Common Stock,
which are offered by the Prospectus and represent less than 1% of
the aggregate number of shares outstanding at August 23, 1994.
Because the Selling Stockholder may sell all or some portion of
its remaining shares of Common Stock offered by the Prospectus,
no estimates can be given as to the number of shares of Common
Stock that ultimately will be held by the Selling Stockholder
upon termination of any such sales.
All proceeds from the sales of shares of Common Stock
offered by the Prospectus, as supplemented by the Prospectus
Supplement, will go to the Selling Stockholder. The Company will
not receive any consideration for the sale of said shares.
PLAN OF DISTRIBUTION
General
The Selling Stockholder contemplates selling the 250,000
shares of Common Stock offered by the Prospectus, as supplemented
by the Prospectus Supplement, on the open market through Merrill
Lynch, Pierce, Fenner & Smith Incorporated in ordinary brokerage
transactions on the New York Stock Exchange at the prevailing
market price at the time of sale. The Selling Stockholder may
sell the remaining shares of Common Stock offered by the
Prospectus in any of the following ways: (i) through
underwriters or dealers; (ii) through agents; or (iii) directly
to one or more purchasers. The distribution of the shares may be
effected from time to time in one or more transactions (which may
involve crosses or block transactions) (A) on the New York Stock
Exchange (or on such other national stock exchanges on which the
Common Stock may be traded from time to time) in transactions
which may include special offerings, exchange distributions
and/or secondary distributions pursuant to and in accordance with
the rules of such exchanges, (B) in the over-the-counter market,
(C) in transactions other than on such exchanges or in the over-
the-counter market, or a combination of such transactions, or (D)
through the writing of options on the shares (whether such
options are listed on an options exchange or otherwise). Any
such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The Selling
Stockholder or any underwriter for the shares may effect such
transactions by selling shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the
Selling Stockholder or such underwriter and/or commissions from
purchasers of shares for whom they may act as agent (which
discounts, concessions or commissions will not exceed those
customary in the types of transactions involved). Any
underwriter of the shares also may receive commissions from
purchasers of shares for whom it may act as agent. The Selling
Stockholder and any underwriters, broker-dealers or agents that
participate in the distribution of shares might be deemed to be
underwriters, and any profit on the sale of shares by them and
any discounts, commissions or concessions received by any such
underwriters, broker-dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
In the event of any underwritten public offering of the remaining
shares of Common Stock offered by the Prospectus, a post-
effective amendment to the Registration Statement of which the
Prospectus forms a part will be filed with the Commission which
will include the underwriting agreement as an exhibit.
Under agreements which may be entered into by the Selling
Stockholder, underwriters, dealers and agents who participate in
the distribution of Common Stock may be entitled to
indemnification by the Selling Stockholder against certain
liabilities, including liabilities under the Securities Act.
