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Prospectus Supplement Filed Pursuant to Rule 424(b)(3)
(To Prospectus Dated October 2, 2000) Registration No. 333-45908
$600,000,000
GLOBAL MARINE INC.
Zero Coupon Convertible Debentures Due June 23, 2020
and
Common Stock Issuable Upon Conversion of the Debentures
-----------------------------
This document supplements the prospectus dated October 2, 2000, relating to
the debentures and the shares of common stock issuable upon conversion of the
debentures. This prospectus supplement is incorporated by reference into the
prospectus. The information in this prospectus supplement replaces and
supersedes the information set forth under the heading "Selling Security
Holders" in the prospectus dated October 2, 2000 and in all prior prospectus
supplements to that prospectus.
Our common stock is listed on the New York Stock Exchange under the symbol
"GLM." The last reported sales price for our common stock on the New York Stock
Exchange on October 25, 2000, was $26.81. The debentures trade on the
PORTAL /SM/ market.
INVESTING IN THE DEBENTURES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 8
OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this Prospectus Supplement is October 26, 2000.
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SELLING SECURITY HOLDERS
We originally issued the debentures in a private placement. The debentures
were resold by the initial purchaser to qualified institutional buyers within
the meaning of Rule 144A under the Securities Act and to certain persons in
offshore transactions in reliance on Regulation S, in each case in transactions
exempt from registration under the Securities Act. The debentures and the
underlying common stock that may be offered under the prospectus will be offered
by the selling securityholders, which includes their transferees, pledgees or
donees or their successors. The following table sets forth certain information
concerning the principal amount at maturity of debentures beneficially owned by
each selling securityholder and the number of shares of underlying common stock
that may be offered from time to time pursuant to the prospectus, as
supplemented.
The number of shares of common stock shown in the table below assumes
conversion of the full amount of debentures held by such holder at the initial
conversion rate of 12.2182 shares per $1,000 principal amount at maturity of
debentures. This conversion rate is subject to certain adjustments. Accordingly,
the number of shares of common stock issuable upon conversion of the debentures
may increase or decrease from time to time. Under the terms of the indenture,
fractional shares will not be issued upon conversion of the debentures. Cash
will be paid instead of fractional shares, if any.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
AT MATURITY PERCENTAGE
OF DEBENTURES OF NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY OWNED DEBENTURES OF COMMON STOCK COMMON STOCK
NAME THAT MAY BE SOLD OUTSTANDING THAT MAY BE SOLD OUTSTANDING(1)
---------------------------------------------- ---------------------- ------------ ---------------- --------------
<S> <C> <C> <C> <C>
aArgent Convertible Arbitrage Fund Ltd......... $ 10,000,000 1.67% 122,182 *
Aristeia International, Ltd................... 9,760,000 1.63% 119,249 *
Aristeia Trading, L.P......................... 6,240,000 1.04% 76,241 *
Bank Austria Cayman Island, Ltd............... 6,400,000 1.07% 78,196 *
Bear, Stearns & Co. Inc....................... 16,375,000 2.73% 200,073 *
Black Diamond Offshore, Ltd................... 2,158,000 * 26,366 *
Chrysler Corporation Master
Retirement Trust............................ 1,500,000 * 18,327 *
Deephaven Domestic Convertible Trading Ltd.... 20,000,000 3.33% 244,364 *
Delta Airlines Master Trust (c/o Oaktree
Capital Management LLC)...................... 535,000 * 6,536 *
Double Black Diamond Offshore, LDC........... 7,453,000 1.24% 91,062 *
General Motors Welfare Benefit Trust
(ST- Veba).................................. 5,000,000 * 61,091 *
Goldman, Sachs and Company.................... 7,250,000 1.21% 88,581 *
Granville Capital Corporation (2)............. 18,000,000 3.00% 219,927 *
Highbridge International LLC.................. 69,500,000 11.58% 849,164 *
J.P. Morgan Securities, Inc................... 8,000,000 1.33% 97,745 *
KBC Financial Products........................ 5,000,000 * 61,091 *
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Kentfield Trading Ltd............................. 13,300,000 2.22% 162,502 *
Lydian Overseas Partners Master Fund.............. 41,000,000 6.83% 500,946 *
Motion Picture Industry Health Plan--
Active Member Trust............................. 175,000 * 2,138 *
Motion Picture Industry Health Plan--Retiree
Member Trust................................... 85,000 * 1,038 *
Nomura International PLC.......................... 10,000,000 1.67% 122,182 *
OCM Convertible Trust............................. 625,000 * 7,636 *
Onyx Fund Holdings, LDC........................... 30,000,000 5.00% 366,546 *
OZ Master Fund, Ltd............................... 30,000,000 5.00% 366,546 *
Partner Reinsurance Company Ltd................... 300,000 * 3,665 *
Peoples Benefit Life Insurance Company
(Teamsters Separate Account).................... 10,000,000 1.67% 122,182 *
Peoples Benefit Life Insurance Company............ 10,000,000 1.67% 122,182 *
Ramius Capital Group Holdings, Ltd................ 1,600,000 * 19,549
Salomon Smith Barney Inc.......................... 10,000 * 122 *
Spear, Leeds & Kellogg............................ 4,000,000 * 48,872 *
State Employees Retirement Fund of
the State of Delaware............................. 760,000 * 9,285 *
State of Connecticut Combined Investment
Fund............................................. 1,680,000 * 20,526 *
UBS O'Connor LLC.................................. 78,500,000 13.08% 959,128 *
Vanguard Convertible Securities Fund, Inc......... 1,840,000 * 22,481 *
White River Securities L.L.C...................... 16,375,000 2.73% 200,073 *
Worldwide Transactions, Ltd....................... 389,000 * 4,752 *
Any other holder of debentures or future
transferee from any such holder (2)(3).......... 156,190,000 26.03% 1,908,360 1.07%
</TABLE>
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* Less than 1%.
(1) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using
175,675,130 shares of common stock outstanding as of August 31, 2000. In
calculating this amount, we treated as outstanding the number of shares
of common stock issuable upon conversion of all of that particular
holder's debentures. However, we did not assume the conversion of any
other holder's debentures.
(2) As reflected in Schedule 13G filed with the SEC on March 6, 1998 by Soros
Fund Management LLC, as amended, during the past three years, Stanley F.
Drunkenmiller, previously Lead Portfolio Manager of Soros Fund
Management, may have been deemed the beneficial owner of 5.24% of our
outstanding common stock. Soros Fund Management is the principal
investment
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manager to Quantum Partners LDC (for whose account shares of
our common stock have also been held), an affiliate of Granville Capital
Corporation. This disclosure is qualified in its entirety by reference to
the Schedule 13G filed March 6, 1998, and all other Exchange Act filings
of Soros Fund Management.
(3) Information concerning other selling holders of debentures or
underlying common stock will be set forth in additional prospectus
supplements from time to time, if required.
(4) Assumes that any other holders of debentures, or any future transferees,
pledgees, donees or successors of or from any such other holders of
debentures do not beneficially own any common stock other than the common
stock issuable upon conversion of the debentures at the initial
conversion rate.
The preceding table has been prepared based upon the information furnished
to us by the selling securityholders named above.
The selling securityholders identified above may have sold, transferred or
otherwise disposed of some or all of their debentures since the date on which
the information in the preceding table is presented pursuant to the offer
contemplated by the prospectus or in transactions exempt from the registration
requirements of the Securities Act. Information concerning the selling
securityholders may change from time to time and, if necessary, we will further
supplement the prospectus accordingly. We cannot give an estimate as to the
amount of the debentures or underlying common stock that will be held by the
selling securityholders upon the termination of this offering because the
selling securityholders may offer some or all of their debentures or underlying
common stock pursuant to the offering contemplated by the prospectus. See "Plan
of Distribution" in the prospectus.
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