UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to _________
Commission file number 1-5471
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
GLOBAL MARINE SAVINGS INCENTIVE PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
GLOBAL MARINE INC.
777 N. Eldridge Parkway
Houston, Texas 77079-4493
<PAGE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
WITH REPORT OF INDEPENDENT ACCOUNTANTS
As of December 31, 1998 and 1997, and
for the Year Ended December 31, 1998
<PAGE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
TABLE OF CONTENTS
Page
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available For Benefits with
Fund Information, as of December 31, 1998 and 1997 3
Statement of Changes In Net Assets Available For
Benefits with Fund Information, for the Year Ended
December 31, 1998 4
Notes to Financial Statements 5
Supplemental Schedules:
Item 27a - Schedule of Assets Held For Investment
Purposes as of December 31, 1998 11
Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1998 12
All other schedules are omitted because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
Global Marine Savings Incentive Plan:
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available
for benefits present fairly, in all material respects, the net assets
available for benefits of the Global Marine Savings Incentive Plan (the
"Plan") at December 31, 1998 and 1997, and the changes in net assets
available for benefits for the year ended December 31, 1998 in conformity
with generally accepted accounting principles. These financial statements
are the responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally
accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules identified
in the table of contents on page 1 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net assets
available for benefits and the statement of changes in net assets available
for benefits is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net assets
available for benefits of each fund. These supplemental schedules and fund
information are the responsibility of the Plan's management. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
June 18, 1999
<PAGE>
<TABLE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Statement of Net Assets Available For Benefits with Fund Information
as of December 31, 1998 and 1997
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------
Retirement U.S.
Money Managed Intermediate Equity- Equity Blue Chip
Market Income Bond Income Index Magellan Growth
---------- ------- ------------ ------ ------ -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
December 31, 1998:
Assets:
Investments, at
fair value $3,773,099 $2,509,979 $541,043 $7,239,868 $1,316,843 $12,573,437 $4,935,041
---------- ---------- -------- ---------- ---------- ----------- ----------
Net Assets Available
for Benefits $3,773,099 $2,509,979 $541,043 $7,239,868 $1,316,843 $12,573,437 $4,935,041
========== ========== ========= ========== ========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------
Asset Low-Priced Diversified GMI Participant
Manager Stock Internat'l Stock Loans Total
------- ---------- ----------- ----- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
December 31, 1998:
Assets:
Investments, at
fair value $ 664,825 $1,080,918 $592,268 $ 4,327,940 $1,244,505 $40,799,766
---------- ---------- -------- ----------- ---------- -----------
Net Assets Available
for Benefits $ 664,825 $1,080,918 $592,268 $ 4,327,940 $1,244,505 $40,799,766
========== ========== ======== =========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------
Retirement U.S.
Money Managed Intermediate Equity- Equity Blue Chip
Market Income Bond Income Index Magellan Growth
---------- -------- ------------ ------ ------ -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
December 31, 1997:
Assets:
Investments, at
fair value $1,938,265 $2,067,304 $316,086 $6,592,195 $563,769 $ 8,490,566 $2,353,758
---------- ---------- -------- ---------- -------- ----------- ----------
Net Assets Available
for Benefits $1,938,265 $2,067,304 $316,086 $6,592,195 $563,769 $ 8,490,566 $2,353,758
========== ========== ======== ========== ======== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------
Asset Low-Priced Diversified GMI Participant
Manager Stock Internat'l Stock Loans Total
------- ---------- ----------- ----- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
December 31, 1997:
Assets:
Investments, at
fair value $1,044,983 $ 958,354 $298,481 $11,197,492 $1,071,970 $36,983,223
---------- --------- -------- ----------- ---------- -----------
Net Assets Available
for Benefits $1,044,983 $ 958,354 $298,481 $11,197,492 $1,071,970 $36,893,223
========== ========= ======== =========== ========== ===========
</TABLE>
The accompanying notes are an
integral part of the financial statements.
<PAGE>
<TABLE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Statement of Changes In Net Assets Available For Benefits with Fund Information
for the Year Ended December 31, 1998
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------
Retirement U.S.
Money Managed Intermediate Equity- Equity Blue Chip
Market Income Bond Income Index Magellan Growth
---------- ------- ------------ ------ ------ -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employer contributions $ 233,936 $ 129,503 $ 43,793 $ 370,907 $ 82,474 $ 570,161 $ 284,768
Participant contributions 453,672 312,870 86,885 821,495 189,379 1,190,819 663,799
Transfers in 2,093,706 679,308 182,659 454,080 425,022 980,498 1,553,419
Interest income 141,062 132,502 26,348 - - - -
Dividend income - - - 409,322 16,128 562,941 184,580
Net appreciation 97 4,027 3,707 396,419 196,771 2,495,543 843,184
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total additions 2,922,473 1,258,210 343,392 2,452,223 909,774 5,799,962 3,529,750
Deductions:
Benefit payments 309,558 133,093 8,802 342,741 8,804 736,764 325,562
Administrative fees 3,524 2,010 220 3,015 - 2,181 298
Transfers out 774,557 680,432 109,413 1,458,794 147,896 978,146 622,607
Net depreciation - - - - - - -
---------- ---------- --------- ---------- --------- ----------- ----------
Total deductions 1,087,639 815,535 118,435 1,804,550 156,700 1,717,091 948,467
---------- ---------- --------- ---------- --------- ----------- ----------
Net additions (deductions) 1,834,834 442,675 224,957 647,673 753,074 4,082,871 2,581,283
Net assets available,
beginning of year 1,938,265 2,067,304 316,086 6,592,195 563,769 8,490,566 2,353,758
---------- ---------- --------- ---------- --------- ---------- ----------
Net assets available,
end of year $3,773,099 $2,509,979 $ 541,043 $7,239,868 $1,316,843 $12,573,437 $4,935,041
========== ========== ========= ========== ========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------
Asset Low-Priced Diversified GMI Participant
Manager Stock Internat'l Stock Loans Total
------- ---------- ----------- ----- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employer contributions $ 56,586 $ 75,533 $ 49,918 $ 464,888 - $ 2,362,467
Participant contributions 116,677 250,777 119,614 1,019,475 - 5,225,462
Transfers in 172,630 304,384 242,383 1,839,308 $ 748,041 9,675,438
Interest income - - - - 85,434 385,346
Dividend income 126,353 89,686 21,798 3,400 - 1,414,208
Net appreciation 27,340 - 23,175 - - 3,990,263
---------- ---------- --------- ----------- ---------- -----------
Total additions 499,586 720,380 456,888 3,327,071 833,475 23,053,184
Deductions:
Benefit payments 13,647 181,253 3,584 636,360 119,675 2,819,843
Administrative fees 226 550 - 346 - 12,370
Transfers out 865,871 348,372 159,517 2,988,568 541,265 9,675,438
Net depreciation - 67,641 - 6,571,349 - 6,638,990
---------- ---------- --------- ----------- ---------- -----------
Total deductions 879,744 597,816 163,101 10,196,623 660,940 19,146,641
---------- ---------- --------- ----------- ---------- -----------
Net additions (deductions) (380,158) 122,564 293,787 (6,869,552) 172,535 3,906,543
Net assets available,
beginning of year 1,044,983 958,354 298,481 11,197,492 1,071,970 36,893,223
---------- ---------- --------- ----------- ---------- -----------
Net assets available,
end of year $ 664,825 $1,080,918 $ 592,268 $ 4,327,940 $1,244,505 $40,799,766
========== ========== ========= =========== ========== ===========
</TABLE>
The accompanying notes are an
integral part of the financial statements.
<PAGE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Notes to Financial Statements
December 31, 1998
1. Description of the Plan
The following brief description of the Global Marine Savings Incentive
Plan (the "Plan") is provided for general informational purposes only.
For more complete information, participants should refer to the "Savings
Incentive Plan" section of the Global Marine Employee Handbook, to the
"Information for Participants" document and other documents constituting
a prospectus under the Securities Act of 1933, and to the Plan document.
General
The Plan is a defined contribution plan covering all employees of the Plan
sponsor, Global Marine Corporate Services Inc. ("GMCSI"), and of each
Participating Employer, as defined in the Plan, who are U.S. citizens or
resident aliens. Prior to March 1, 1998, employees were required to have
at least one year of service, have completed at least 1,000 hours of service
during that year, and be twenty-one years of age or older to be eligible to
participate. Effective March 1, 1998, the minimum service and age requirements
were removed from the Plan. The Plan is subject to certain provisions of the
Internal Revenue Code of 1986 and the provisions of the Employee Retirement
Income Security Act of 1974.
Contributions
Each participant may elect to defer in any whole percent a portion of his
or her compensation for each pay period, from a minimum of one percent to a
maximum of six percent, as a pretax basic contribution. Each participant
may also elect to defer in any whole percent an additional one to nine
percent of his or her compensation for each pay period as a pretax excess
contribution, provided, however, that the combined total of the pretax basic
contribution and the pretax excess contribution cannot exceed fifteen percent
of compensation. Prior to July 1, 1998, the employer matched pretax basic
contributions in an amount equal to 100 percent of the first one percent of
compensation contributed, 50 percent of the second one percent of compensation
contributed, and 25 percent of each of the next four percentage points of
compensation contributed. Effective July 1, 1998, the employer began matching
dollar for dollar each participant's pretax basic contribution. The employer
does not make matching contributions on pretax excess contributions. Each
participant's annual contribution shall not exceed the maximum amount allowed
for deferral for U.S. federal income tax purposes, which, for 1998, was
$10,000. The amount of a participant's annual compensation which may be taken
into account for purposes of determining the amount of the employer match or
for any other purpose under the Plan shall not exceed an amount prescribed
annually by the Internal Revenue Service ("IRS"). The prescribed amount was
$160,000 for 1998. Each participant's employee and employer accounts are
fully vested and nonforfeitable at all times, except as noted below.
The amount that can be deferred by any participant who is designated as a
highly compensated employee ("HCE") under IRS guidelines may be limited to
an amount which is less than the maximum annual deferral amount prescribed
by the IRS. Whether or not such limitations are imposed in a given year will
depend on whether the Plan passes certain tests with respect to the deferral
rates of HCEs in comparison with non-HCEs. Failure to pass these tests may
result in the refunding of a portion of each HCE's employee contribution for
the year and the inclusion of such amount in his or her taxable income for
the year. Any
<PAGE>
matching employer contribution on such refunded amount will (i) be forfeited
by the participant and applied to reduce the employer's matching contribution
for the following year, (ii) if so determined by the Compensation Committee
of the Board of Directors of Global Marine Inc. ("GMI") and ratified by
GMCSI's Board of Directors, be distributed to the participants to whose
accounts such excess contributions were originally allocated and included
in the participants' taxable earnings for the year, or (iii) be otherwise
allocated in a nondiscriminatory manner.
There were no excess participant contributions attributable to HCEs in either
1998 or 1997 required to be refunded to participants.
Account Valuation and Payment of Benefits
Participant account balances are valued as of the close of each business
day. Participants are eligible for a distribution following termination
of service, financial hardship, as defined by the Plan, or attainment of
age 59-1/2. Participants or beneficiaries will receive their benefits in
a single lump-sum distribution. Hardship withdrawals are limited to
participant contributions and earnings thereon as of December 31, 1988,
plus participant contributions and rollovers made thereafter.
Investment Options
Participants may elect to have their employee and employer contributions
invested in one or more of the investment options listed below. Each of
the Fidelity funds listed below, with the exception of the Managed Income
Portfolio, is an open-end, diversified management investment company managed
by Fidelity Management & Research Company ("FMRC"). The Managed Income
Portfolio is a commingled pool of investments managed by Fidelity Management
Trust Company ("FMTC"). The number of participants in each investment option
as of December 31, 1998 is noted parenthetically.
FIDELITY RETIREMENT MONEY MARKET PORTFOLIO - (380) A money market fund
managed with the objective of seeking as high a level of income as is
consistent with the preservation of capital and liquidity. The fund
invests in U.S. dollar-denominated money-market instruments of U.S. and
foreign issuers, short-term corporate obligations, U.S. government
obligations and certificates of deposit.
FIDELITY MANAGED INCOME PORTFOLIO - (285) A commingled pool of short-term
and long-term investment contracts issued by insurance companies, banks
or other approved financial institutions managed with the objective of
preservation of capital and a competitive level of income over time. The
average portfolio maturity generally ranges from two to three years.
FIDELITY INTERMEDIATE BOND FUND - (133) A fixed-income security fund
managed with the objective of seeking a high level of current income by
investing in investment-grade corporate debt obligations, obligations
issued or guaranteed by the U.S. government or any of its agencies and
obligations of U.S. banks, including certificates of deposit and bankers'
acceptances. The average portfolio maturity ranges from three to ten
years. The values of the securities in this fund will vary
<PAGE>
with interest rates, and the yield will fluctuate with market conditions.
SPARTAN U.S. EQUITY INDEX PORTFOLIO - (160) A growth and income fund which
seeks to duplicate the composition and total return of the Standard and
Poor's 500 Stock Index (the "S&P 500"). The S&P 500 is a widely recognized
unmanaged index of 500 common stocks chosen for market value, liquidity
and industry group representation. The index is market-value weighted
with each stock's weight proportionate to its market value (stock price
times the number of shares outstanding) in relation to the market value
of all stocks in the index.
FIDELITY EQUITY-INCOME FUND - (587) An income-oriented stock fund managed
with the objective of achieving yields exceeding the composite yield on
securities comprising the S&P 500 Stock Index with the potential for
capital growth. Investments consist primarily of common and preferred
stocks and debt obligations convertible into common stocks.
FIDELITY MAGELLAN FUND - (747) An aggressive stock fund managed with the
objective of seeking long-term capital appreciation by investing primarily
in common stocks and securities convertible into common stocks of both
well-known and lesser-known domestic, foreign and multinational companies.
FIDELITY BLUE CHIP GROWTH FUND - (529) A common stock fund managed with
the objective of seeking growth of capital over the long term by investing
in a diversified portfolio of common stocks of well-known and established
companies. Most of the fund investments are in companies included in the
S&P 500 Stock Index or in the Dow Jones Industrial Average.
FIDELITY ASSET MANAGER FUND - (132) A fund managed with the objective
of seeking a high total return with reduced risk over the long term.
The fund invests in a mix of domestic and foreign equities, bonds and
short-term debt instruments. The mix is gradually adjusted to respond
to changing market conditions. The fund's managers define a neutral mix
as 10% of assets in short-term debt instruments, 40% in intermediate to
long-term bonds, and 50% in equity securities. The actual range for
each category is zero to 50% in short-term debt instruments, 20% to 60%
in intermediate-to long-term bonds, and 30% to 70% in equities.
FIDELITY LOW-PRICED STOCK FUND - (177) An aggressive growth fund that
invests in stocks that the fund's manager considers to be low-priced at
the time of purchase ($35 per share, or less).
FIDELITY DIVERSIFIED INTERNATIONAL FUND - (145) A fund investing primarily
in foreign equity securities seeking to achieve capital growth greater
than the Morgan Stanley Capital International Europe, Australasia, Far East
("EAFE") Index. The EAFE is an unmanaged index of common stocks of over
1,000 foreign companies.
GLOBAL MARINE INC. STOCK FUND - (622) An unmanaged fund composed solely of
common stock of GMI.
<PAGE>
Participant Loans
Under the Plan's loan feature, participants may borrow from their accounts
by transferring from their fund balances a minimum of $1,000 up to a maximum
amount equal to the lesser of $50,000 or 50 percent of their fund balances,
excluding amounts invested in the GMI Stock Fund. Participants may initiate
one home loan and one general-purpose loan per calendar year but may have only
one of each type of loan outstanding at any time. Loan terms range from six
months to five years for general-purpose loans and from five to fifteen years
for home loans. The loans are collateralized by the balances in the
participants' accounts and bear interest at rates determined from time to time
by the Plan's administrative committee. Interest rates on loans outstanding
as of December 31, 1998, ranged from 7-3/4% to 8-3/4%. Principal and interest
are paid through monthly payroll deductions. Loan fees are deducted from
participant accounts.
2. Summary of Significant Accounting Policies
The financial statements of the Plan were prepared in accordance with generally
accepted accounting principles.
The preparation of financial statements in conformity with generally accepted
accounting principles requires managementto make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of asset additions and deductions during the reporting
period. Actual results could differ from those estimates.
The Plan's investments are stated at fair value. Shares in the funds managed
by FMRC and FMTC were valued based on their quoted closing net asset values per
share. The shares of GMI common stock were valued at the quoted closing market
price per share. Participant loans were valued at cost, which approximated
fair value. Purchases and sales of shares were recorded on a trade-date basis.
The net appreciation or depreciation presented in the statement of changes in
net assets available for benefits consists of the realized gains or losses on
shares redeemed or sold during the year and the net change in unrealized
appreciation or depreciation on shares held at year end.
Custodial and record-keeping fees charged by FMTC, the Plan's trustee, were
paid by GMCSI and were not charged to the Plan. Participant loan initiation
and maintenance fees were paid by the applicable participant. No charge was
made to the Plan for GMCSI's applicable administrative costs.
3. Amendments
The second amendment to the Plan, as amended and restated effective
October 1, 1995, was adopted February 25, 1998. Among other things,
the second amendment removed the minimum service and age requirements as
conditions for participation in the Plan effective March 1, 1998.
The third amendment to the Plan was adopted June 19, 1998. This amendment
increased the amount of the
<PAGE>
employer match to 100 percent of each participant's first six percent of
compensation contributed to the Plan, effective July 1, 1998. As a result
of the increase in the employer match, the deferral rates among HCEs will
no longer be limited under the nondiscrimination testing requirements
effective January 1, 1999.
4. Related Party Transactions
One of the Plan's fund managers, FMTC, is also the trustee as defined by
the Plan. The Plan's other fund manager, FMRC, is an affiliate of FMTC.
Purchases and sales of shares of funds managed by FMTC and FMRC are
considered exempt party-in-interest transactions by the U.S. Department of
Labor.
5. Tax Status
The Plan is designed to constitute a qualified plan under section 401(a) of
the Internal Revenue Code ("IRC") and is not subject to federal income taxes.
The latest determination letter for the Plan issued by the IRS is dated
March 23, 1994. In the letter, the IRS stated that the Plan was in compliance
with the applicable requirements of the IRC. Although the Plan has been
further amended, the Plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the IRC. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<TABLE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Item 27a - Schedule of Assets Held For Investment Purposes
as of December 31, 1998
<CAPTION>
Number
of Current
Identity of Issue Description Shares Cost(1) Value
----------------- ----------- ------ ------ -------
<S> <S> <C> <C> <C>
Fidelity Retirement Money
Market Portfolio Money market fund 3,773,099 $ 3,773,099 $ 3,773,099
Fidelity Managed Income Commingled pool of
Portfolio investment contracts,
issued by banks and
insurance companies 2,509,979 2,509,979 2,509,979
Fidelity Intermediate
Bond Fund Bond fund 52,682 536,098 541,043
Fidelity Equity-Income Fund Stock and bond fund 130,331 5,352,617 7,239,868
Spartan U.S. Equity Index
Portfolio Common stock fund 29,955 1,066,881 1,316,843
Fidelity Magellan Fund Common stock fund 104,068 8,400,867 12,573,437
Fidelity Blue Chip Growth Fund Common stock fund 97,937 3,837,639 4,935,041
Fidelity Asset Manager Fund Stock, bond, and short-
term instrument fund 38,230 679,012 664,825
Fidelity Low-Priced Stock Fund Common stock fund 47,305 1,084,697 1,080,918
Fidelity Diversified
International Fund Foreign stock fund 33,424 559,787 592,268
GMI Stock Fund Shares of GMI common
stock 480,882 6,041,165 4,327,940
Participant Loans Loans to participants,
at annual rates of
interest ranging from
7-3/4% to 8-3/4% - - 1,244,505
----------- -----------
$33,841,841 $40,799,766
=========== ===========
______________
(1) Cost was determined based on historical cost.
</TABLE>
<PAGE>
<TABLE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1998
<CAPTION>
Purchase Selling Cost of Current Net Gain
Identity of Party Description of Asset Price Price Asset Value(1) or (Loss)(2)
- ----------------- -------------------- -------- ------- ------- ------- -----------
<S> <S> <C> <C> <C> <C> <C>
Series of Transactions:
FMRC Purchases of Retirement Money
Market Portfolio, at various
times during the year $2,922,473 N/A N/A $2,922,473 N/A
FMRC Sales of Retirement Money
Market Portfolio, at various
times during the year N/A $1,087,638 $1,087,638 $1,087,638 -
FMRC Purchases of Equity-Income
Fund, at various times
during the year $2,055,803 N/A N/A $2,055,803 N/A
FMRC Sales of Equity-Income Fund,
at various times during the
year N/A $1,804,550 $1,349,751 $1,804,550 $454,799
FMRC Purchases of Magellan Fund,
at various times during
the year $3,304,419 N/A N/A $3,304,419 N/A
FMRC Sale of Magellan Fund,
at various times during
the year N/A $1,717,091 $1,291,674 $1,717,091 $425,417
FMTC Purchases of Managed Income
Portfolio, at various times
during the year $1,258,209 N/A N/A $1,258,209 N/A
FMTC Sales of Managed Income
Portfolio, at various times
during the year N/A $815,535 $815,535 $815,535 -
FMRC Purchases of Blue Chip Growth
Fund, at various times during
the year $2,686,565 N/A N/A $2,686,565 N/A
FMRC Sales of Blue Chip Growth
Fund, at various times
during the year N/A $948,466 $813,026 $948,466 $135,440
FMTC Purchases of GMI common
stock, at various times
during the year $3,327,071 N/A N/A $3,327,071 N/A
FMTC Sales of GMI common stock,
at various times during
the year N/A $3,625,273 $2,766,435 $3,625,273 $858,838
Normal expenses associated with asset purchases are included in the asset
cost and are not disclosed separately. All other required information which
is not presented here has been omitted for the reason that such information
is not applicable, or can be obtained from information found elsewhere in
the financial statements.
________________
(1) On transaction date.
(2) Gain or loss on sale transactions was computed using the average-cost
method.
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Annual Report to be signed on its behalf by the undersigned
hereunto duly authorized.
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Date: June 23, 1999 By: /s/ W. Matt Ralls
-------------------------------
Chairman of the Administrative
Committee of the Global Marine
Savings Incentive Plan
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- -----------
23.1 Consent of Independent Accountants
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference of our report dated June 18,
1999 on our audits of the financial statements and supplemental schedules for
the Global Marine Savings Incentive Plan (the "Plan"), as of December 31, 1998
and 1997, and for the year ended December 31, 1998, which report is included in
this Annual Report on Form 11-K, into the registration statement on Form S-8 of
Global Marine Inc. (Registration No. 33-40266) pertaining to 1,000,000 shares
of Global Marine Inc. Common Stock, par value $.10 per share, to be offered or
sold pursuant to the Plan.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
June 23, 1999
