GLOBAL INDUSTRIES LTD, S-3, 1996-12-24

GLOBAL INDUSTRIES LTD
S-3, 1996-12-24
OIL & GAS FIELD SERVICES, NEC

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1996
REGISTRATION NO. 333-

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-----------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GLOBAL INDUSTRIES, LTD.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
LOUISIANA 1623,7389 72-1212563
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)

MICHAEL J. POLLOCK
107 GLOBAL CIRCLE VICE PRESIDENT AND
LAFAYETTE, LOUISIANA 70503 CHIEF FINANCIAL OFFICER
(318) 989-0000 107 GLOBAL CIRCLE
LAFAYETTE, LOUISIANA 70503
(318) 989-0000
(Address, including zip code, and telephone (Name, address, including zip code, and
number, including area code, of registrant's telephone number, including area code,
principal executive offices) of agent for service)
</TABLE>

--------------------

Copies to:
JEFFERY B. FLOYD L. RICHARDS MCMILLAN, II
VINSON & ELKINS L.L.P. JONES, WALKER, WAECHTER,
2500 FIRST CITY TOWER POITEVENT, CARReRE & DENeGRE, L.L.P.
1001 FANNIN 201 ST. CHARLES AVENUE
HOUSTON, TEXAS 77002-6760 NEW ORLEANS, LOUISIANA 70170-5100
(713) 758-2222 (504) 582-8000

---------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.

If any of the securities registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================
Title of each class of Amount Proposed Proposed
securities to be to be maximum offering maximum aggregate Amount of
registered registered(1) price per share(2) offering price(2) registration fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
.01 par value 8,050,000 shares $18.50 $148,925,000 $45,129
================================================================================================================
</TABLE>

(1) Includes 1,050,000 shares subject to an over-allotment option granted to
the Underwriters.

(2) Estimated solely for purposes of calculating the registration fee.

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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

===============================================================================
<PAGE> 2

***************************************************************************
* *
* Information contained herein is subject to completion or amendment. *
* A registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may not *
* be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This Prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any State in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* State. *
* *
***************************************************************************

Subject to Completion,
December 24, 1996
PROSPECTUS
7,000,000 SHARES
[LOGO]
GLOBAL INDUSTRIES, LTD.

COMMON STOCK
($.01 PAR VALUE)

All of the 7,000,000 shares of Common Stock, $.01 par value per share (the
"Common Stock"), of Global Industries, Ltd. ("Global" or the "Company") are
being sold by the Company.

The Common Stock is traded on the Nasdaq National Market under the symbol
"GLBL." On December 23, 1996, the last sale price of the Common Stock as
reported by the Nasdaq National Market was $19.125 per share. See "Price Range
of Common Stock."

PROSPECTIVE PURCHASERS OF THE SHARES OF COMMON STOCK SHOULD CAREFULLY CONSIDER
THE MATTERS SET FORTH BEGINNING ON PAGE 7 UNDER THE CAPTION "RISK FACTORS."

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.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
Price to Underwriting
Public Discount Proceeds to Company(1)
<S> <C> <C> <C>
Per Share . . . . . . . . . . .$ $ $
Total(2) . . . . . . . . . . .$ $ $
- ----------------------------------------------------------------------------------
</TABLE>
(1) Before deducting offering expenses payable by the Company estimated at
$ .

(2) William J. Dore (the "Selling Shareholder") has granted to the
Underwriters a 30-day option to purchase up to 1,050,000 additional
shares of Common Stock at the Price to Public, less Underwriting
Discount, solely to cover over- allotments, if any. If the
Underwriters exercise such option in full, the total Price to Public,
Underwriting Discount and Proceeds to Selling Shareholder will be $
, $ , and $ , respectively. See "Underwriting." The
Company will not receive any proceeds from the sale of any Common Stock
by the Selling Shareholder.

The Common Stock is offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the shares of Common Stock will be made at the
office of Salomon Brothers Inc, Seven World Trade Center, New York, New York,
or through the facilities of The Depositary Trust Company, on or about
, 1997.

SALOMON BROTHERS INC
HOWARD, WEIL, LABOUISSE, FRIEDRICHS
INCORPORATED
RAYMOND JAMES & ASSOCIATES, INC.
SCHRODER WERTHEIM & CO.

The date of this Prospectus is , 1997.
<PAGE> 3

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK OF
THE COMPANY ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER
THE SECURITIES EXCHANGE ACT OF 1934. SEE "UNDERWRITING."

2
<PAGE> 4
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and Financial Statements, including the notes thereto, appearing
elsewhere in this Prospectus. Unless otherwise indicated, the information in
this Prospectus assumes that the Underwriters' over-allotment option will not
be exercised.

THE COMPANY

Global provides construction services, including pipeline construction,
platform installation and removal, construction support and diving services, to
the offshore oil and gas industry in the United States Gulf of Mexico (the
"Gulf of Mexico") and select international markets. Global has a fleet of 50
vessels, including 17 barges that offer various combinations of pipelay,
pipebury and derrick capabilities, one SWATH (Small Water Plane Area Twin Hull)
vessel, 18 liftboats, six dive support vessels and eight other support vessels.
With 47 of its 50 vessels currently located in the Gulf of Mexico, Global is
the largest operator in this region. In addition, Global is one of only three
companies currently providing offshore construction services in the deepwater
segment (water depths greater than 200 feet) of the Gulf of Mexico market.

Global began providing diving services to the offshore oil and gas industry
over 20 years ago and through a combination of selective acquisitions, new
vessel construction and upgrades has significantly expanded its operations.
Prior to becoming a publicly-traded company in February 1993, the Company grew
primarily through three major acquisitions: (i) the acquisition of two barges
from Sea-Con Services, Inc. in 1987; (ii) the acquisition of three deepwater
barges from Santa Fe Offshore Construction Company in 1990; and (iii) the
acquisition of three derrick barges from Teledyne Movible Offshore Inc. in
1992. Since 1993, Global has continued to expand by: (i) installing dynamic
positioning and upgrading the Company's reel pipelay barge, the Chickasaw,
enabling it to work in water depths up to 6,000 feet; (ii) acquiring 16
liftboats from Halliburton Company; (iii) acquiring the Hercules heavy-lift
barge; (iv) reconstructing the derrick barge Cheyenne into a combination
pipelay/bury/derrick barge; (v) acquiring the combination barge Mohawk; and
(vi) acquiring ROV Technologies, Inc., a leading consulting firm specializing
in remote underwater intervention and remotely operated vehicle (ROV)
technology.

In July 1996, the Company acquired Norman Offshore Pipeline, Inc. (the
"Norman Offshore Acquisition"), which included two shallow water pipelay
vessels. The Norman Offshore Acquisition expanded the shallow water
capabilities of Global's Coastal Division, which was formed during fiscal 1996
to focus on the shallow water pipeline installation market. In addition,
construction was completed on, and the Company took delivery of, the SWATH
vessel, the Pioneer, in November 1996. This multi- task vessel, which began
operations in the Gulf of Mexico during the third quarter of fiscal 1997, will
support the Chickasaw on deepwater pipelay projects and will offer subset
completions, saturation diving, abandonment operations, pipeline repairs and
other deepwater services currently beyond the capabilities of conventional dive
support vessels. In addition, Global has begun an upgrade of its heavy-lift
barge, the Hercules. This upgrade will include conversion of the vessel to add
conventional pipelay capability and dynamic positioning, which will permit
Global to install larger diameter pipe in deeper water.

During fiscal 1996, the Company expanded internationally when it began work
offshore in West Africa. The Company has established an office in Lagos,
Nigeria and an operations base in Tema, Ghana and has completed several
projects using the Company's combination barge, the Cheyenne. Activity in West
Africa accounted for approximately 23% and 39% of revenues and operating
income, respectively, in fiscal 1996 and approximately 23% and 21%,
respectively, during the six months ended September 30, 1996.

Through a combination of these acquisitions, internal growth and
international expansion, the Company has increased its contract revenues from
$46.3 million in fiscal 1992 to $148.4 million in fiscal 1996 while improving
its net income from $4.0 million to $21.0 million over the same period.

Global's business strategy is to:

o Increase its share of the offshore construction market in the Gulf
of Mexico, particularly the deepwater segment, by expanding the use
of its large and diverse fleet, exploiting its proprietary welding
and pipelaying technology, and capitalizing on the strength of its
highly trained and experienced personnel.

3
<PAGE> 5
o Enhance its profitability by increasing fleet utilization,
particularly through more technologically sophisticated, higher
margin projects such as those available in the deepwater Gulf of
Mexico.

o Capitalize on its recent expansion into select international
markets in order to further diversify its earnings and partially
offset the seasonality of its operations in the Gulf of Mexico.

o Strengthen its competitive advantage through the use of
state-of-the-art equipment and a broadened range of services
designed to meet changing customer needs.

RECENT DEVELOPMENTS

On December 23, 1996, Global acquired from J. Ray McDermott, S.A. a 49%
ownership interest in CCC Fabricaciones y Construcciones, S.A.de C.V. ("CCC"),
a leading provider of offshore construction services in Mexico as well as a
400-foot combination pipelay derrick barge, the DB-21, a crawler crane, a
saturation diving system and approximately 21 acres of land located adjacent to
Global's facility in New Iberia, Louisiana. In addition, Global acquired from
J. Ray McDermott, S.A., an option to purchase for $12.0 million the DB-15, a
400-foot combination pipelay derrick barge currently chartered to CCC. The
total purchase price for the assets and the 49% ownership interest in CCC
(including the exercise price of the option to purchase the DB-15) was $38.0
million. In connection with the acquisition, Global has agreed to lend
approximately $23.0 million to CCC to repay $15.0 million of existing
indebtedness and for working capital needs. Funding for the transaction was
provided by working capital and borrowings under the Company's existing
revolving credit facility. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources." The Company's investment in CCC will be accounted for under the
equity method.

The acquisition of the ownership interest in CCC continues Global's
strategy of expanding the Company through selective acquisitions and provides
Global with an entry into the offshore construction market in Mexico. Global
expects that its ownership in CCC will also provide opportunities to utilize
some of its existing assets and services in Mexico. Acquisition of the DB-21,
currently located in West Africa, increases Global's construction capabilities
in this region.

On December 11, 1996, Global acquired substantially all of the assets of
Divcon International Pty Ltd ("Divcon"), a diving and ROV services company
headquartered in Perth, Australia with operations in Australia, Malaysia,
Indonesia, Singapore, Brunei and other areas of Southeast Asia. The assets
acquired include three saturation diving systems, a 110' utility dive support
vessel and other assets related to Divcon's businesses. Global expects to use
the Divcon acquisition as a base to expand its operations into Southeast Asia
and ultimately enter the marine construction segment of this market. The
Divcon acquisition was not significant from a financial reporting standpoint
and was funded from working capital.

4
<PAGE> 6
THE OFFERING

<TABLE>
<S> <C>
Common Stock offered . . . . . . . . . . . . . . . . 7,000,000 shares

Common Stock to be outstanding after
the Offering (1) . . . . . . . . . . . . . . . . . 45,166,003 shares

Use of proceeds . . . . . . . . . . . . . . . . . . . To fund the upgrade of the Hercules to include dynamic positioning
and pipelay capability, to repay debt incurred in connection with
the acquisitions of CCC and Divcon and to fund current and future
capital expenditures including enhancement of the Company's vessels
and equipment, construction of new vessels, and acquisitions of
vessels, equipment and businesses that may become available from
time to time. See "Use of Proceeds."

Nasdaq National Market symbol . . . . . . . . . . . . GLBL
</TABLE>

(1) Based upon the number of shares of Common Stock outstanding on December 20,
1996. Does not include 2,315,228 shares issuable upon exercise of
outstanding employee stock options.

5
<PAGE> 7
SUMMARY CONSOLIDATED FINANCIAL AND OTHER INFORMATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
Six Months Ended
September 30, Year Ended March 31,
----------------------- ---------------------------------------------------------
1996 1995 1996 1995 1994(1) 1993(2) 1992(3)
---------- ------------ ------------ ------------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Contract revenues . . . . . $ 122,763 $ 77,157 $ 148,376 $ 122,704 $ 80,646 $ 66,018 $ 46,302
Gross profit . . . . . . . 34,137 24,263 41,015 38,072 24,227 23,829 13,858
Operating income . . . . . 27,573 18,462 28,782 28,523 15,893 17,054 7,494
Income before income taxes
and cumulative effect of
accounting change . . . . . 27,326 19,569 30,128 30,723 16,404 15,063 6,283
Net income . . . . . . . . 19,160 12,328 20,993 19,355 10,735 9,643 4,023
Net income per share(4) . $ .49 $ .32 $ .54 $ .53 $ .34 $ .39 $ .17
Weighted average common
shares outstanding(4) . . 39,476,000 38,348,000 38,534,156 35,935,424 31,165,860 24,458,768 23,477,084

OTHER FINANCIAL DATA:
EBITDA(5) . . . . . . . . . $ 36,012 $ 25,186 $ 41,720 $ 38,714 $ 21,566 $ 20,413 $ 10,649
Depreciation and
amortization . . . . . . . 8,233 5,530 11,422 7,808 4,951 3,761 2,965
Net cash provided by (used
in) operations . . . . . . 29,834 (950) 23,951 32,955 22,225 11,346 10,135
Capital expenditures(6) . . 35,479 20,553 69,282 34,355 18,583 15,948 1,497

OPERATING DATA:
Number of barges (at end of
period)(7) . . . . . . . . 14 10 12 10 10 10 7
Barge days(8) . . . . . . . 907 614 1,150 1,178 1,120 983 643
Diver days(8) . . . . . . . 8,490 5,419 10,982 11,840 9,869 7,587 7,768
Liftboats and Dive Support
Vessel days(8) . . . . . 2,672 1,905 4,076 1,448 693 353 287
</TABLE>

<TABLE>
<CAPTION>
September 30, 1996
------------------------
As
Historical Adjusted(9)
---------- -----------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 50,240 $
Net property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158,228
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274,887
Long-term debt, less current maturities . . . . . . . . . . . . . . . . . . . . . . . . 54,962
Shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155,805
</TABLE>

(1) Includes the benefit of adopting SFAS No. 109, Accounting for Income Taxes,
effective April 1, 1993, which increased net income for fiscal 1994 by
$400,000 ($.01 per share). See Note 4 of the Notes to Consolidated
Financial Statements.
(2) On June 2, 1992, the Company completed the acquisition of the offshore
construction assets of Teledyne Movible Offshore, including three derrick
barges. The results of operations of these assets are included from the
date of acquisition.
(3) Effective for fiscal 1992, the Company changed its method of depreciating
certain marine barges. The cumulative effect of this accounting change for
fiscal years prior to 1992 is not material. The change increased net
income for fiscal 1992 by $552,000 ($.02 per share).
(4) Net income per share and weighted average common shares outstanding have
been adjusted for all periods to give effect to the two-for-one stock split
effected in the form of a 100% stock dividend, on August 28, 1996. For
fiscal years prior to 1996, these amounts have been restated to give effect
to the two-for-one stock split effected January 24, 1996. All periods have
been restated to give effect to the issuance of shares in the Company's
reorganization into a holding Company structure effective January 31, 1993.
(5) EBITDA (income before interest expense, income taxes, depreciation and
amortization and cumulative effect of accounting change) is frequently used
by securities analysts and is presented here to provide additional
information about the Company's operations. EBITDA should not be
considered as an alternative to net income as an indicator of the Company's
operating performance or as an alternative to cash flows as a measure of
liquidity.
(6) Capital expenditures represent additions to property, plant and equipment
and additions to deferred charges, primarily dry-docking expenditures. For
fiscal 1993, includes a $10.0 million note, which financed a portion of the
Teledyne Movible Offshore acquisition.
(7) Includes pipelay, derrick and combination barges owned by the Company, but
does not include support vessels or liftboats.
(8) Days offshore performing services, in transit or waiting on inclement
weather, while under contract.
(9) Adjusted to give effect to the issuance of the Common Stock offered hereby
by the Company and the application of the proceeds thereof as described in
"Use of Proceeds."

6
<PAGE> 8
RISK FACTORS

Prospective purchasers of Common Stock should carefully consider the
considerations set forth below, as well as the other information contained in
this Prospectus.

FORWARD-LOOKING INFORMATION

The statements included in this Prospectus regarding future financial
performance and results and the other statements that are not historical facts
are "forward-looking statements" as such term is defined in Section
27A(i)(i)(1) of the Securities Act of 1933, as amended. The words "expect,"
"believe," "anticipate," "project," "estimate," "predict" and similar
expressions are also intended to identify forward-looking statements. Such
statements involve risks, uncertainties and assumptions, including, but not
limited to, industry conditions, prices of crude oil and natural gas, foreign
exchange and currency fluctuations and other factors discussed in this
Prospectus (including specifically those described under the heading "Risk
Factors"). Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual outcomes may vary
materially from those indicated.

DEPENDENCE ON ACTIVITY IN THE OIL AND GAS INDUSTRY

The demand for the Company's construction services depends on the condition
of the oil and gas industry, and particularly the capital expenditures of oil
and gas companies in the Gulf of Mexico. These capital expenditures are
influenced by prevailing oil and gas prices, expectations about future 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, and the ability of oil and gas
companies to access or to generate capital. In recent years, oil and natural
gas prices and the level of offshore drilling and exploration activity have
been extremely volatile. A prolonged decline in such activity could have a
material adverse effect on the Company's revenues and profitability.

OPERATING RISKS

Offshore construction involves a high degree of operational risk and is
increasingly dependent on large, expensive, special purpose vessels and
equipment. Hazards, such as vessels capsizing, sinking, grounding, colliding
and sustaining damage from severe weather conditions are inherent in offshore
operations. These hazards can cause personal injury or loss of life, severe
damage to and destruction of property and equipment, pollution or environmental
damage and suspension of operations. Litigation arising from such an
occurrence may result in the Company being named as a defendant in lawsuits
asserting large claims. The Company maintains such insurance protection as it
deems prudent, including hull insurance on its vessels. There can be no
assurance that any such insurance will be sufficient or effective under all
circumstances or against all hazards to which the Company may be subject. A
successful claim for which the Company is not fully insured could have a
material adverse effect on the Company. Moreover, no assurance can be given
that the Company will be able to maintain adequate insurance in the future at
rates that it considers reasonable. See "Business -- Insurance and
Litigation."

INTERNATIONAL OPERATIONS

International operations accounted for approximately 23% and 39% of the
Company's contract revenues and operating income, respectively during fiscal
1996 and approximately 23% and 21%, respectively, during the six months ended
September 30, 1996. With the acquisition of CCC and Divcon and the possible
relocation of certain vessels to international markets, the percentage of the
Company's contract revenues and operating income that is derived from
international operations may increase. The Company's international operations
are subject to a number of risks inherent in any business operating in foreign
countries, including political, social and economic instability, potential
vessel seizure, nationalization of assets, currency restrictions and exchange
rate fluctuations, nullification, modification or renegotiation of contracts,
import-export quotas and other forms of public and governmental regulation, all
of which are beyond the control of the Company. Historically, the Company's
operations have not been affected materially by such conditions or events, but
as the Company's international operations expand, the exposure to these risks
will also

7
<PAGE> 9
increase. Additionally, the ability of the Company to compete in international
markets may be adversely affected by foreign governmental regulations that
favor or require the awarding of contracts to local contractors, or by
regulations requiring foreign contractors to employ citizens of, or purchase
supplies from, a particular jurisdiction. Furthermore, the Company's foreign
subsidiaries may face governmentally imposed restrictions from time to time on
their ability to transfer funds to the Company. No predictions can be made as
to what foreign governmental regulations applicable to the Company's operations
may be enacted in the future. Although it is impossible to predict the nature
and the likelihood of any events of these types, if such an event should occur,
it could have a material adverse effect on the Company's financial condition
and results of operations.

DEPENDENCE ON SIGNIFICANT CUSTOMERS AND VESSELS

As construction activity moves into deeper water in the Gulf of Mexico,
construction projects tend to be larger and more complex than shallow water
projects. As a result, the Company's revenues and profits are increasingly
dependant on a smaller number of contracts with fewer customers and on its
large barges, including the Chickasaw and the Hercules. In each of the last
three fiscal years, one customer has accounted for 12% or more of the Company's
revenues, and the Company has derived an average of 12.3% of its annual
contract revenues from pipeline construction services employing the Chickasaw.
While the Company currently insures its vessels, including the Chickasaw and
the Hercules, against property loss due to a catastrophic marine disaster,
mechanical failure or collision, the loss of the Chickasaw, the Hercules or
another of the Company's large barges as a result of such an event, or the loss
of a significant customer due to a sustained decline in deepwater pipelay
activities, or competitive factors, could result in a substantial loss of
revenues, increased costs and other liabilities and could have material adverse
effect on the Company's operating performance.

RISKS OF ACQUISITION STRATEGY

The Company's growth strategy has emphasized the acquisition of other
offshore marine construction businesses and assets. There can be no assurance,
however, that the Company will be able to continue to identify attractive
acquisition opportunities, obtain financing for acquisitions on satisfactory
terms or successfully acquire identified targets. In addition, no assurance
can be given that the Company will be successful in integrating acquired
businesses into its existing operations, and such integration may result in
unforeseen operational difficulties or require a disproportionate amount of
management's attention. Future acquisitions may result in the incurrence of
additional indebtedness or the issuance of Common Stock. Furthermore, there
can be no assurance that competition for acquisition opportunities in the
industry will not escalate, thereby increasing the cost to the Company of
making further acquisitions or causing the Company to refrain from making
further acquisitions.

PIONEER LITIGATION; VESSEL CONSTRUCTION

On December 14, 1995, Aker Gulf Marine filed suit against Global in the
U.S. District Court, Western District of Louisiana, Lafayette Division, seeking
$8.2 million in additional costs believed by it to be owed because of change
orders during construction of the Pioneer, and $5.0 million for disruption,
acceleration, and delay damages. Global does not believe that Aker Gulf
Marine's claims are valid and intends to vigorously defend against them and
recover all amounts that it is legally entitled to recover. Global does not
believe that the ultimate resolution of the claims will have a material adverse
impact on Global's financial statements but the suit has resulted in delays in
completion of the vessel and increased expenditures for completion of the
vessel. Under an agreement reached with Aker Gulf Marine, Global took
possession of the Pioneer in August 1996 and moved it to Global's facility in
Amelia, Louisiana where construction and equipping of the vessel was completed.
Sea trials were successfully completed in November 1996 and the vessel is
currently deployed in the Gulf of Mexico. Under the terms of the agreement,
Global has been given clear title to the Pioneer in exchange for a cash payment
of $3.2 million and the posting of a $4.5 million bond in favor of Aker Gulf
Marine. Such amounts and the release of the vessel are without prejudice to
each company's rights to pursue claims against the other in the pending
litigation or otherwise. See "Business - Insurance and Litigation." Delays in
completion of vessels are not uncommon and vessel construction involves various
other risks including increases in costs due to unforeseen circumstances or
changes in governmental regulations and contract disputes with the contractor.
To the extent that the Company's strategy relies upon the construction

8
<PAGE> 10
of new vessels and significant modifications of existing vessels,
implementation of that strategy will be subject to such risks.

SEASONALITY

Although the Company has expanded its international operations, 77% of the
Company's revenues in fiscal 1996 and the first six months of fiscal 1997 were
derived from work performed in the Gulf of Mexico. The offshore construction
industry in the Gulf of Mexico is highly seasonal as a result of weather
conditions and the timing of capital expenditures by oil and gas companies.
Historically, a substantial portion of the Company's services has been
performed during the period from June through November. As a result, a
disproportionate amount of the Company's contract revenues and net income has
historically been earned during the second (July through September) and third
(October through December) quarters of its fiscal year. Because of
seasonality, full year results are not likely to be a direct multiple of any
particular quarter or combination of quarters. For example, weighted average
contract revenues earned and net income contributed during the second and third
quarters of each of the past three fiscal years were 60% and 72%, respectively.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

CONTRACT BIDDING RISKS

Due to the nature of the offshore construction industry, substantially all
of the Company's projects are performed on a fixed-price basis. The revenue,
costs and gross profit realized on a contract will often vary from the
estimated amount because of changes in offshore job conditions and variations
in labor and equipment productivity from the original estimates. In addition,
during the summer construction season, the Company typically bears the risk of
delays caused by adverse weather conditions. These variations and the risks
inherent in the marine construction industry may result in reduced
profitability or losses on projects.

PERCENTAGE-OF-COMPLETION ACCOUNTING

Most of the Company's contracts are completed within 30 days of being
awarded; however, because the Company's contract revenues are recognized on a
percentage-of-completion basis, based on the ratio of costs incurred to the
total estimated costs at completion, contract revenues and gross profits for a
project may be adjusted in subsequent reporting periods from those originally
reported in prior periods. To the extent that these adjustments result in a
reduction or elimination of previously reported profits, the Company would
recognize a charge against current earnings that may be significant depending
on the size of the project or the adjustment. See "Management's Discussion and
Analysis of Financial Conditions and Results of Operations -- Results of
Operations" and the Financial Statements and notes thereto.

DEPENDENCE ON KEY PERSONNEL

The Company's success depends on the continued active participation of
William J. Dore, the Company's founder, Chairman of the Board, President and
Chief Executive Officer, and certain of the Company's other officers and key
operating personnel. The loss of the services of any one of these persons
could have a material adverse effect on the Company. See "Management."

SUBSTANTIAL CONTROL BY PRINCIPAL SHAREHOLDER

After this offering, William J. Dore, Chairman of the Board, President and
Chief Executive Officer, will own approximately 34% of the outstanding Common
Stock (32% if the Underwriters' over-allotment option is exercised in full).
As a result, Mr. Dore will be able to exercise substantial influence on the
outcome of certain matters requiring a shareholder vote, including the election
of directors. This may have the effect of delaying, deferring or preventing a
change in control of the Company. See "Principal Shareholders."

COMPETITION

The Company's business is highly competitive. Offshore construction
companies operating in the Gulf of Mexico compete intensely for available
projects. Contracts for the Company's services are generally awarded on a
competitive bid basis, and while customers may consider, among other things,
the availability

9
<PAGE> 11
and capabilities of equipment, and the reputation and experience of the
contractor, intense price competition is a primary factor in determining which
qualified contractor is awarded the job. As the Company increases the portion
of its operations conducted in ultra-deep waters and internationally, it will
encounter additional competitors, many of whom have greater experience than the
Company in such markets. Several of the Company's competitors and potential
competitors are larger and have greater financial and other resources than the
Company. In addition, increased activity levels in the Gulf of Mexico may
attract additional competitors or equipment to the Gulf of Mexico market. See
"Business -- Competition."

REGULATORY AND ENVIRONMENTAL MATTERS

The Company's vessels and operations are subject to and affected by various
types of governmental regulation, including numerous federal, state and local
environmental protection laws and regulations, which are becoming increasingly
complex, stringent and expensive. Significant fines and penalties may be
imposed for non-compliance, and certain environmental laws impose joint and
several "strict liability" for remediation of spills and releases of oil and
hazardous substances rendering a person liable for environmental damage,
without regard to negligence or fault on the part of such person. Such laws
and regulations may expose the Company to liability for the conduct of or
conditions caused by others, or for acts of the Company that were in compliance
with all applicable laws at the time such acts were performed. The Company
does not believe that compliance with current environmental laws or regulations
is likely to have a material adverse effect on the Company's business or
financial condition. See "Business Governmental Regulation."

LIMITATION ON FOREIGN OWNERSHIP

The Company's Articles of Incorporation contain limitations on the
percentage of outstanding Common Stock and other classes of voting securities
that can be owned by persons who are not United States citizens within the
meaning of certain statutes relating to the ownership of United States flag
vessels. At present, applying the statutory requirements, the Articles of
Incorporation would prohibit more than 23% of the outstanding Common Stock from
being owned by persons other than United States citizens. The restrictions
imposed by the Company's Articles of Incorporation may at times preclude United
States citizens from transferring their Common Stock to persons other than
United States citizens. This may restrict the available market for resale of
shares of Common Stock and for the issuance of shares by the Company. See
"Business -- Government Regulations" and "Description of Capital Stock --
Foreign Ownership."

THE COMPANY

Global provides construction services, including pipeline construction,
platform installation and removal, construction support and diving services, to
the oil and gas industry in the Gulf of Mexico and select international
markets. The Company was organized under the laws of Louisiana in May 1990.
The business and operations of the Company are conducted primarily through its
subsidiaries and unless the context herein indicates otherwise, all references
to the "Company" or "Global" refer to Global Industries, Ltd. and its
subsidiaries. The principal executive offices of the Company are located at
107 Global Circle, Lafayette, Louisiana 70503, and its telephone number at such
office is (318) 989-0000.

10
<PAGE> 12
USE OF PROCEEDS

The net proceeds to be received by the Company from the offering, after
deducting underwriting discounts, commissions and estimated expenses, are
estimated to be approximately $126.6 million based on the last reported sale
price of $19.125 per share of the Common Stock on the Nasdaq National Market on
December 23, 1996.

The Company intends to use a portion of the net proceeds to repay the
outstanding balance under its revolving credit facility ($27 million as of
December 24, 1996). The Company incurred such indebtedness, in part, to fund
the acquisition of CCC and Divcon and for other capital expenditures.
Borrowings under the revolving credit bear facility interest at LIBOR plus
1.25% (6.625% at December 24, 1996) and mature on January 1, 1998. The balance
of the proceeds will be used for current and future capital expenditures
including the cost to complete capital expenditure projects in progress at
December 24, 1996, of $69 million (including $30 million for the upgrade of the
Hercules) and to provide additional working capital for general corporate
purposes. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources" and "Business --
Marine Vessels and Equipment."

Until net proceeds of the offering are utilized for the purposes described
above, they will be invested in interest bearing bank accounts, U.S. government
securities, other investment grade debt securities and short-term investments.

In the event the Underwriters' over-allotment option is exercised, the
Company will not receive any of the proceeds from the sale of shares of Common
Stock by the Selling Shareholder. See "Principal Shareholders."

CAPITALIZATION

The following table sets forth the short-term debt and capitalization of
the Company as of September 30, 1996, and as adjusted to give effect to the
sale by the Company of the 7,000,000 shares of Common Stock offered hereby
(based on the last reported sales price of $ 19.125 per share of the Common
Stock on the Nasdaq National Market) and the application of the net proceeds
thereof as described herein. This table should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Company's Financial Statements and notes thereto included
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
September 30, 1996
----------------------
As
Historical Adjusted
----------- --------
(In thousands)
<S> <C> <C>
Cash and Escrowed Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 47,829 $
=========== ========
Current maturities of long-term debt . . . . . . . . . . . . . . . . . . . . . . $ 2,260 $
=========== ========
Long-term debt, less current maturities . . . . . . . . . . . . . . . . . . . . . $ 54,962 $
----------- --------
Shareholders' equity:
Preferred Stock, $.01 par value per share, 30,000,000 shares
authorized, none issued . . . . . . . . . . . . . . . . . . . . . . . . . -- --
Common Stock, $.01 par value per share, 150,000,000 shares
authorized; 38,123,528 shares issued and outstanding;
45,123,528 shares issued and outstanding, as adjusted . . . . . . . . . . 381

Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . 59,754
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,670
----------- --------
Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . 155,805
----------- --------
Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 210,767 $
=========== ========
</TABLE>

11
<PAGE> 13
PRICE RANGE OF COMMON STOCK

The Common Stock of the Company is traded on the Nasdaq National Market
under the symbol "GLBL." The following table sets forth, for the periods
indicated, the high and low sales prices per share of the Common Stock as
reported by the Nasdaq National Market (adjusted to give retroactive effect for
the two-for-one stock split effected August 28, 1996 and the two-for- one stock
split effected January 24, 1996.)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31, HIGH LOW
--------------------------- ---- ---
<S> <C> <C>
1995
First quarter . . . . . . . . . . . . . . . $ 5.188 $ 4.375
Second quarter . . . . . . . . . . . . . . . 5.188 4.563
Third quarter . . . . . . . . . . . . . . . 6.438 5.000
Fourth quarter . . . . . . . . . . . . . . . 6.250 5.000

1996
First quarter . . . . . . . . . . . . . . . . 6.625 5.375
Second quarter . . . . . . . . . . . . . . . 6.813 4.813
Third quarter . . . . . . . . . . . . . . . . 7.688 5.625
Fourth quarter . . . . . . . . . . . . . . . 10.875 6.875

1997
First quarter . . . . . . . . . . . . . . . 17.000 10.500
Second quarter . . . . . . . . . . . . . . . 18.250 12.250
Third quarter (through December 23) . . . . 20.250 15.500
</TABLE>

On December 23, 1996, the last sale price of the Common Stock as reported
by the Nasdaq National Market was $ 19.125 per share.

DIVIDEND POLICY

The Company has never paid cash dividends on its Common Stock and does not
intend to pay cash dividends in the foreseeable future. The Company currently
intends to retain earnings, if any, for the future operation and growth of its
business. Certain of the Company's financing arrangements restrict the payment
of cash dividends under certain circumstances. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."

12
<PAGE> 14
SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data as of and for each of the five
years in the period ended March 31, 1996, is derived from the consolidated
financial statements of the Company, which have been audited by the Company's
independent auditors. The selected consolidated financial data as of and for
the six-month periods ended September 30, 1996 and 1995 is derived from the
unaudited consolidated financial statements of the Company that in the opinion
of Global's management reflect all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of its financial
condition and results of operations as of such dates and for such periods. The
results for the six-month period ended September 30, 1996 are not necessarily
indicative of the results that may be expected for the entire fiscal 1997. The
information set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Company's Consolidated Financial Statements and notes thereto included
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
Six Months Ended
September 30, Year Ended March 31,
------------------------------ -----------------------------------------------------------
1996 1995 1996 1995 1994(1) 1993(2) 1992(3)
--------------- ------------- ---------- ---------- ---------- ----------- ----------
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Contract revenues . . . . . . . $ 122,763 $ 77,157 $ 148,376 $ 122,704 $ 80,646 $ 66,018 $ 46,302
Cost of contract revenues . . . 88,626 52,894 107,361 84,632 56,419 42,189 32,444
--------------- ------------- ---------- ---------- ---------- ----------- ----------
Gross profit . . . . . . . . . 34,137 24,263 41,015 38,072 24,227 23,829 13,858
Selling, general and
administrative
expenses . . . . . . . . . . 6,564 5,801 12,233 9,549 8,334 6,775 6,364
--------------- ------------- ---------- ---------- ---------- ----------- ----------
Operating income . . . . . . . 27,573 18,462 28,782 28,523 15,893 17,054 7,494
--------------- ------------- ---------- ---------- ---------- ----------- ----------
Other income (expense):
Interest expense . . . . . . (453) (87) (170) (183) (211) (1,589) (1,401)
Other . . . . . . . . . . . . 206 1,194 1,516 2,383 722 (402) 190
--------------- ------------- ---------- ---------- ---------- ----------- ----------
(247) 1,107 1,346 2,200 511 (1,991) (1,211)
--------------- ------------- ---------- ---------- ---------- ----------- ----------
Income before income taxes and
cumulative effect of
accounting
change . . . . . . . . . . . 27,326 19,569 30,128 30,723 16,404 15,063 6,283
Provision for income taxes . . 8,166 7,241 9,135 11,368 6,069 5,420 2,260
--------------- ------------- ---------- ---------- ---------- ----------- ----------
Income before cumulative effect
of accounting change . . . . 19,160 12,328 20,993 19,355 10,335 9,643 4,023
Cumulative effect of accounting
change for income taxes(4) . -- -- -- -- 400 -- --
--------------- ------------- ---------- ---------- ---------- ----------- ----------
Net income . . . . . . . . . . $ 19,160 $ 12,328 $ 20,993 $ 19,355 $ 10,735 $ 9,643 $ 4,023
=============== ============= ========== ========== ========== =========== ==========
Net income per share(4) (5) . . $ .49 $ .32 $ .54 $ .53 $ .34 $ .39 $ .17
=============== ============= ========== ========== ========== =========== ==========
Weighted average common
shares outstanding(5) . . . . 39,476,000 38,348,000 38,534,156 35,935,424 31,165,860 24,458,768 23,477,084

BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital . . . . . . . . $ 50,240 $ 59,973 $ 34,264 $ 54,557 $ 23,160 $ 24,372 $ 8,346
Net property and equipment . . 158,228 87,816 126,295 72,605 45,788 32,622 20,046
Total assets . . . . . . . . . 274,887 185,702 202,526 160,228 80,392 62,802 36,164
Current maturities of long-term
debt . . . . . . . . . . . . . 2,260 630 1,048 630 212 212 2,695
Long-term debt, less current
maturities . . . . . . . . . . 54,962 22,086 21,144 22,192 1,970 2,182 10,142
Shareholders' equity . . . . . 155,805 126,697 135,694 114,061 63,618 52,353 18,147
</TABLE>

13
<PAGE> 15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the Company's financial condition, results of
operations, liquidity and capital resources should be read in conjunction with
the Consolidated Financial Statements and the Notes thereto included elsewhere
in this Prospectus.

Although the Company has been expanding its international operations, 77%
of the Company's revenues in fiscal 1996 and the first six months of fiscal
1997 were derived from work performed in the Gulf of Mexico. The offshore
marine construction industry in the Gulf of Mexico is highly seasonal as a
result of weather conditions and the timing of capital expenditures by oil and
gas companies. Historically, a substantial portion of the Company's services
has been performed during the period from June through November. As a result,
a disproportionate portion of the Company's contract revenues, gross profit and
net income generally is earned during the second (July through September) and
third (October through December) quarters of its fiscal year. Because of
seasonality, full year results are not likely to be a direct multiple of any
particular quarter or combination of quarters. The following table documents
the seasonal nature of the Company's operations by presenting the percentage of
annual contract revenues, gross profit and net income contributed during each
fiscal quarter for the past three fiscal years and the weighted average for
such periods.

<TABLE>
<CAPTION>
Quarter Ended
---------------------------------------------------------------
June 30, September 30, December 31, March 31,
-------- ------------- ------------ ---------
<S> <C> <C> <C> <C>
CONTRACT REVENUES:
Fiscal 1996 . . . . . . . . . 21% 31% 22% 26%
Fiscal 1995 . . . . . . . . . 24 35 30 11
Fiscal 1994 . . . . . . . . . 19 37 27 17
Three year weighted average . 22 34 26 18

GROSS PROFIT:
Fiscal 1996 . . . . . . . . . 21% 38% 23% 18%
Fiscal 1995 . . . . . . . . . 24 44 30 2
Fiscal 1994 . . . . . . . . . 11 42 34 13
Three year weighted average . 20 41 28 11

NET INCOME:
Fiscal 1996 . . . . . . . . . 20% 39% 20% 21%
Fiscal 1995 . . . . . . . . . 22 46 31 1
Fiscal 1994 . . . . . . . . . 10 48 36 6
Three year weighted average . 18 44 28 10
</TABLE>

The Company expanded its operations offshore West Africa during the first
half of fiscal 1996. Strong demand for the Company's offshore construction
services in this market during the fourth quarter of fiscal 1996 resulted in
the fourth quarter of fiscal 1996 making a significantly greater contribution
to fiscal 1996's contract revenues, gross profit and net income than
historically, which had a significant impact on the three year averages shown
above.

14
<PAGE> 16
RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, statement of
operations data expressed as a percentage of contract revenues.

<TABLE>
<CAPTION>
Six Months Ended
September 30, Fiscal
---------------- -----------------------------
1996 1995 1996 1995 1994
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Contract revenues . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of contract revenues . . . . . . . . . . . . (72.2) (68.6) (72.4) (69.0) (70.0)
Gross profit . . . . . . . . . . . . . . . . . . 27.8 31.4 27.6 31.0 30.0
Selling, general and administrative expenses . . (5.3) (7.5) (8.2) (7.8) (10.3)
Interest expense . . . . . . . . . . . . . . . . (0.4) (0.1) (0.1) (0.1) (0.3)
Other income (expense) . . . . . . . . . . . . . 0.2 1.6 1.0 1.9 0.9
Income before income taxes . . . . . . . . . . . 22.3 25.4 20.3 25.0 20.3
Provision for income taxes . . . . . . . . . . . (6.7) (9.4) (6.2) (9.3) (7.5)
Accounting change benefit . . . . . . . . . . . . -- -- -- -- 0.5
Net income . . . . . . . . . . . . . . . . . . . 15.6 16.0 14.1 15.7 13.3
</TABLE>

The Company's results of operations reflect the level of offshore
construction activity in the Gulf of Mexico for all periods and in the West
Africa market during 1996 and the six months ended September 30, 1996, and the
Company's ability to win jobs through competitive bidding and manage those jobs
to successful completion. The level of offshore construction activity is
principally determined by three factors: first, the oil and gas industry's
ability to economically justify placing discoveries of oil and gas reserves in
production; second, the oil and gas industry's need to clear all structures
from the lease once the oil and gas reserves have been depleted; and third,
weather events.

During the summer and fall of 1993, natural gas prices firmed and began to
improve, a trend that continued into late 1994. This improved business
condition stimulated the oil and gas industry to place additional oil and gas
reserves in production, thereby increasing the Gulf of Mexico offshore
construction activity level during fiscal 1994, which was sustained through
fiscal 1995. While natural gas prices weakened during the 1994-95 winter
season, largely due to milder than normal weather, a major portion of the price
decline had been recovered by May 1995 and prices have continued to improve
through mid-December 1996.

In August 1992, Hurricane Andrew passed through the Gulf of Mexico and
caused significant damage to many of the offshore structures and pipelines in
its path. The Company actively participated in the repair, reconstruction and
inspection work resulting from Hurricane Andrew. While most of this work was
performed during the months of September, October and November 1992, some
projects carried over into the spring of 1993. Offshore construction activity
was interrupted by the threat of hurricanes during the 1993 construction
season, however little or no damage resulted. There were no interruptions
attributable to hurricanes during the 1994 construction season. While there
were numerous interruptions because of hurricanes during the 1995 construction
season offshore structures and pipelines experienced only modest damage.
Through December 15 of the 1996 construction season, there has been no
significant impact to offshore structures and pipelines from hurricanes.

First Six Months of Fiscal 1997 Compared to First Six Months of Fiscal 1996

Contract Revenues. Contract revenues for the first six months of fiscal
1997 of $122.8 million were 59% higher than the $77.2 million reported for the
same period a year earlier. The increase in revenue for the six months largely
resulted from revenues generated by a full six months of international
operations, strong domestic derrick activity, including the acquisition of the
Hercules in October 1995, improved utilization and dayrates on dive support
vessels ("DSVs") and liftboats, and the July 1, 1996 Norman Offshore
Acquisition, partially offset by lower revenues contributed by the Company's
Gulf of Mexico pipelay barge fleet. Barge days employed improved to 907,
compared to the 614 days employed in the same period last year. This increase
was largely due to the increased number of barge days of the Coastal Division
resulting from the Norman Offshore Acquisition on July 1, 1996. Liftboat and
DSV days employed of 2,672 were significantly

15
<PAGE> 17
higher than the 1,905 days worked during the same period last year. Diver days
employed totaled 8,490 for the six months of fiscal 1996, up from 5,419 a year
earlier.

Depreciation and Amortization. Depreciation and amortization, including
amortization of drydocking costs, for the first six months of fiscal 1997 was
$8.1 million compared with $5.3 million for the same period in fiscal 1996.
The increase was principally attributable to depreciation on the Cheyenne and
the Hercules (both of which are depreciated on a units-of- production basis)
and higher dry-dock amortization amounts. The Cheyenne first worked in West
Africa in August 1995, and the Hercules was acquired in October 1995.

Gross Profit. For the first six months of fiscal 1997, the Company had
gross profit (the excess of contract revenues over the cost of contract
revenues, including depreciation and amortization charges) of $34.1 million
compared with $24.3 million for the first six months of fiscal 1996. Gross
profit as a percent of revenues for the current six-month period was 27.8%,
3.6% below the gross profit percentage earned during the first six months of
fiscal 1996 of 31.4%. The decline in the gross profit margin for the six
months was primarily due to the lower pipeline installation revenues, lower
margins on the Coastal Division revenues as compared to margins on revenues
from the Company's larger and deeper water barges, and the fact that a
significant portion of international revenues were from fabrication and
procurement which provide lower margins. Gross profit for the current period
was further reduced by the effect of a $1.3 million accrual for retirement and
incentive compensation expense, as compared to a $0.7 million provision in the
same period last year.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the first six months of fiscal 1997 totaled $6.6
million compared with $5.8 million for the same period a year earlier. This
increase was principally due to a provision for retirement and incentive
compensation plan expense of $1.9 million recorded for the current six-month
period compared with $1.0 million for the same period in the prior fiscal year.
Of the provisions, $0.6 million in the current six-month period and $0.3
million for the prior period were included in the selling, general, and
administrative expenses and $1.3 million and $0.7 million, respectively, were
included in cost of contract revenues.

Other Income (Expense). Interest expense, net of $1.0 million of
capitalized interest cost, was $0.5 million in the current six-month period
compared to $0.1 million in the same period a year earlier. Other income in
the current six-month period of $0.2 million was lower than the $1.2 million
reported a year earlier largely because the Company had less funds available
for investment.

Net Income. Net income for the first six-month period of fiscal 1997 was
$19.2 million, up 55% from $12.3 million in the same period a year earlier,
while net income per share of $0.49 for the first six months of fiscal 1997
increased 53% from the same period a year earlier as average shares outstanding
increased 2.9%. The Company's effective income tax rate for the current period
was 30%, compared to 37% for the same period a year earlier, reflecting the
benefit of a lower effective tax rate for the Company's international
operations.

Fiscal 1996 Compared to Fiscal 1995

Contract Revenues. Contract revenues for fiscal 1996 of $148.4 million
were 20.9% higher than fiscal 1995 revenues of $122.7 million, as revenues
contributed by the expansion of the Company's offshore construction services
into West Africa, a full year of operations of the liftboats and turnkey
projects more than offset the decline in revenues from Gulf of Mexico pipeline
construction activity. Early in fiscal 1996, the Company converted the DB-2
derrick barge into a combination pipelay/derrick barge, now named the Cheyenne,
and entered the offshore West Africa construction market. This commitment
produced positive results as 146 (or 12.7%) of the 1,150 total barge days
worked in fiscal 1996 were offshore West Africa. In the Gulf of Mexico,
pipeline construction activity declined from the prior year and competition
intensified as additional barges relocated to and competed in this market. As
a result, barge days employed in the Gulf of Mexico market declined 14.8%, from
1,178 days in fiscal 1995 to 1,004 days in fiscal 1996. Liftboat and DSV days
in fiscal 1996 of 4,076 days were significantly higher than the 1,448 days in
fiscal 1995, as a result of the inclusion of a full year of operation of the
sixteen liftboats acquired effective December 31, 1994. Diver days declined
7.2%, from 11,840 days in fiscal 1995 to 10,982 days in fiscal 1996.

Depreciation and Amortization. Depreciation and amortization, including
amortization of drydocking costs, for fiscal 1996 was $11.1 million compared to
the $7.4 million in fiscal 1995. The increase of 50.0% was

16
<PAGE> 18
principally the result of increased depreciation attributable to capital
expenditures to acquire the sixteen liftboats, conversion of the DB-2 into the
combination barge Cheyenne, and increased use of the upgraded Chickasaw in the
dynamic positioning mode of operation and the converted Sea Lion (previously
called Global Diver 210). This increase was partially offset by fewer barge
days employed in the Gulf of Mexico.

Gross Profit. Gross profit for fiscal 1996 of $41.0 million was 7.6%
higher than the $38.1 million reported for fiscal 1995. Expressed as a
percentage of contract revenues, gross profit in fiscal 1996 of 27.6% was
lower than the 31.0% reported in fiscal 1995, largely because of the
competitive Gulf of Mexico offshore construction market and the cost burden of
building the operating infrastructure to support additions to the operating
fleet (the heavy lift barge Hercules in late November 1995, and the combination
barge Mohawk and the Pioneer in the second quarter of fiscal 1997).

Selling, General and Administrative Expenses. While selling, general and
administrative expenses for fiscal 1996 of $12.2 million were 28.4% higher than
the $9.5 million reported in fiscal 1995, as a percentage of contract revenues
such expenses increased only to 8.2% from 7.8%. Most of this increase was
attributable to staff additions made to support expanding international
operations and scheduled equipment additions to the operating fleet. Fiscal
1996 operating results included a $3.6 million provision relating to the
Company's incentive compensation and employee retirement plan compared with a
provision in fiscal 1995 of $3.8 million. Of the 1996 provision, $2.5 million
was charged to cost of contract revenues and $1.1 million was included in
selling, general and administrative expenses. The fiscal 1995 provision was
charged $2.7 million to cost of contract revenues and $1.1 million to selling,
general and administrative expenses.

Interest Expense and Other Income and Expense. Interest expense was $0.2
million in both fiscal 1996 and 1995. Other income and expense in fiscal 1996
of $1.5 million was lower than the $2.4 million reported in fiscal 1995 because
heavy capital expenditures in fiscal 1996 reduced the surplus funds available
for short-term investments, and the prior year included an $0.8 million gain
from the sale of non-essential land and buildings at the Port of Iberia, New
Iberia, Louisiana.

Net Income. Net income for fiscal 1996 of $21.0 million was 8.2% higher
than the $19.4 million recorded for fiscal 1995, while net income per share of
$.54 in fiscal 1996 increased 1.9% from fiscal 1995 net income per share of
$.53 as average shares outstanding increased 7.2%. The Company's effective tax
rate declined from 37.0% in fiscal 1995 to 30.3% in fiscal 1996 as
international earnings were burdened with a lower tax rate than that
experienced by the rest of the Company's operations.

Fiscal 1995 Compared to Fiscal 1994

Contract Revenues. Contract revenues for fiscal 1995 of $122.7 million
were 52.2% higher than fiscal 1994 revenues of $80.6 million, principally due
to an acceleration in both the pace and complexity of Gulf of Mexico
construction activity. While barge days worked rose only 5.2% to 1,178 days in
fiscal 1995, there was a shift in barge days employed toward the larger barges
which are capable of handling more complex jobs. The Company was successful in
recovering the higher costs, including outside service costs, associated with
the more complex jobs. Diver days employed in fiscal 1995 of 11,840 days were
20.0% higher than the 9,869 captured in fiscal 1994.

Depreciation and Amortization. Depreciation and amortization expenses,
including amortization of drydocking costs, were $7.4 million in fiscal 1995
compared to $4.4 million in fiscal 1994, reflecting a 68.2% increase. This
increase was largely attributable to increased utilization of the Company's
larger barges and the Company's capital expenditure program in fiscal 1994.

Gross Profit. Gross profit for fiscal 1995 of $38.1 million was 57.1%
higher than the $24.2 million reported for fiscal 1994. Expressed as a
percentage of contract revenues, gross profit was 31.0% in fiscal 1995 compared
to 30.0% in fiscal 1994.

Selling, General and Administrative. Selling, general and administrative
expenses for fiscal 1995 of $9.5 million were 14.6% higher than in fiscal 1994.
Most of this increase was attributable to servicing the higher level of
business activity including staff hires and the cost of outside support
services. Late in fiscal 1995, the Company accelerated the hiring of staff to
support future operations including emphasis on international

17
<PAGE> 19
operations. Fiscal 1995 includes a $3.8 million provision relating to the
Company's incentive compensation and employee retirement plan. Of this
provision $2.7 million was charged to cost of contract revenues and $1.1
million included in selling, general and administrative expenses. In fiscal
1994, selling, general and administrative expense included the Company's total
contribution to the employee retirement plan of $1.0 million.

Interest Expense and Other Income and Expense. Interest expense was $0.2
million in both fiscal 1995 and 1994. Other income and expense in fiscal 1995
of $2.4 million included investment income on available funds and an $0.8
million gain from the sale of non-essential land and buildings at the Port of
Iberia, New Iberia, Louisiana, compared with $0.7 million in 1994, principally
investment income.

Net Income. Net income for fiscal 1995 of $19.4 million was 80.3% higher
than the $10.7 million recorded for fiscal 1994. The Company's effective tax
rate was 37.0% in both 1995 and 1994, excluding the $0.4 million benefit
associated with adopting SFAS No. 109, Accounting for Income Taxes, during
fiscal 1994.

LIQUIDITY AND CAPITAL RESOURCES

The Company's operations generated cash flow of $29.8 million during the
first six months of fiscal 1997. Cash from operations, together with $33.0
million provided by financing activities, funded investing activities of $61.9
million. Investing activities consisted principally of capital expenditures,
the Norman Offshore Acquisition, dry-docking costs, and the placement of Title
XI bond proceeds in escrow. Funds provided by financing activities principally
represent borrowings under the Company's revolving line of credit and proceeds
from the sale of Title XI Ship Bonds. Working capital increased $15.9 million
during the six months from $34.3 million at March 31, 1996, to $50.2 at
September 30, 1996.

Capital expenditures during the first six months of fiscal 1997 included
the costs of construction of two liftboats, a launch barge and a cargo barge,
and continued construction of the Pioneer. In August 1996 the Company reached
an agreement with Aker Gulf Marine, and took possession of the Pioneer. The
vessel was relocated to the Company's facility in Amelia, Louisiana where the
construction and equipping of the vessel was completed. The Pioneer
successfully completed sea trials and began operation in November 1996. Under
the terms of the agreement, the Company has received clear title to the Pioneer
in exchange for a $3.2 million cash payment and the posting of a $4.5 million
bond in favor of Aker Gulf Marine. Such amounts and the release of the vessel
are without prejudice to each company's rights to pursue claims against the
other in pending litigation or otherwise. See "Business - Insurance and
Litigation." The Company estimates the fully equipped cost of the Pioneer to
be $24.0 million. In September 1994, the Company sold $20.9 million of
MARAD-guaranteed ship bonds in connection with financing the cost of
constructing and outfitting the Pioneer.

The Company estimates that the cost to complete capital expenditure
projects in progress at December 24, 1996 will be $69.0 million with $47.0
million to be incurred during the balance of fiscal 1997 and the remainder
during fiscal 1998. The addition of conventional pipelay capability and
dynamic positioning to the Hercules is now scheduled for completion in mid-1997
at a cost of completion of approximately $30.0 million.

Long-term debt outstanding at September 30, 1996, included $42.0 million of
MARAD-guaranteed Title XI Ship Bonds. Included in this amount are $20.3
million of bonds which the Company issued on August 7, 1996 to finance the
construction of two liftboats, a launch barge and a cargo barge. The Company's
outstanding Ship Bonds mature in 2003, 2005, 2020, and 2022. The bonds carry
interest rates of 9.15%, 8.75%, 8.30% and 7.25% per annum, respectively, and
require aggregate semi-annual payments of $0.5 million, plus interest, until
January 1998 when aggregate semi-annual payments will be $0.9 million. The
agreements pursuant to which the Ship Bonds were issued contain certain
covenants, including the maintenance of minimum working capital and net worth
requirements, which, if not met, result in additional covenants that restrict
the operations of the Company and its ability to pay cash dividends. The
Company is currently in compliance with these covenants.

In July 1996, the Company completed the Norman Offshore Acquisition. In
addition, the Company completed the acquisition of CCC and Divcon in December,
1996. The purchase price for each of these three

18
<PAGE> 20
transactions was funded by cash generated from operations and borrowings under
the Company's credit facility.

The Company maintains a $75.0 million revolving line of credit ("Credit
Facility") with a commercial bank. The Credit Facility allows for a maximum
draw at any one time of $50.0 million for general corporate purposes and $40.0
million for construction or renovation of vessels, provided that the aggregate
outstanding principal amount shall never exceed $75.0 million. At December 24,
1996, $27.0 million was outstanding under the Credit Facility (all of which had
been drawn down during fiscal 1997) and the Company was in compliance with the
covenants contained therein. The Company intends to repay the outstanding
balance under its Credit Facility with the net proceeds of this offering. The
Credit Facility is available until January 1, 1998, at which time the amount
then outstanding becomes due and payable. Interest accrues at LIBOR plus 1.25%
(6.625% at December 20, 1996) and is payable monthly. Continuing access to the
Credit Facility is conditioned upon the Company's remaining in compliance with
certain covenants, including the maintenance of certain financial ratios.

Funds available under the Company's Credit Facility and MARAD financings,
combined with available cash, cash generated from operations, and the net
proceeds from this offering are expected to be sufficient to fund the Company's
operations, scheduled debt retirement, deferred payments of $15.2 million in
connection with the acquisition of CCC, lending commitments of $19.0 million to
CCC, and planned capital expenditures.

ACCOUNTING MATTERS

During March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of"
("SFAS No. 121"). SFAS No. 121 establishes accounting standards for recording
the impairment of long-lived assets, certain identifiable intangibles, goodwill
and assets to be disposed of. The Company is required to adopt SFAS No. 121
effective for fiscal 1997. Management believes that the implementation of SFAS
No. 121 will not have a material impact on the Company's consolidated financial
statements.

During October 1995, the FASB issued Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123").
SFAS No. 123, which the Company is required to adopt effective for fiscal 1997,
provides guidance relating to the recognition, measurement and disclosure of
stock-based compensation. Management does not expect the new pronouncement to
have an impact on the Company's consolidated financial statements since the
intrinsic value-based method prescribed by APB Opinion No. 25 and also allowed
by SFAS No. 123 will continue to be used for the measurement and recognition of
stock-based compensation plans.

19
<PAGE> 21
BUSINESS

GENERAL

Global's business strategy is to:

o Enhance its profitability by increasing fleet utilization,
particularly through more technologically sophisticated, higher
margin projects such as those available in the deepwater Gulf of
Mexico.

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<PAGE> 22
o Capitalize on its recent expansion into select international
markets in order to further diversify its earnings and partially
offset the seasonality of its operations in the Gulf of Mexico.

o Strengthen its competitive advantage through the use of
state-of-the-art equipment and a broadened range of services
designed to meet changing customer needs.

RECENT DEVELOPMENTS

DESCRIPTION OF OPERATIONS

Offshore Marine Construction Services

The Company is equipped to provide offshore construction services over the
full life of an oil and gas property, from installation of platforms and
pipelines, through inspection and repairs, and ultimately to abandonment and
site restoration.

The Company categorizes offshore marine construction projects into three
classes: ultra-deep water (over 1,000 feet of water), deepwater (200 feet to
1,000 feet) and shallow water. In recent years the Company has generally
focused on projects in deepwater, which require larger barges with greater
lifting capacity, more sophisticated technology and experienced personnel, and
generally provide greater operating margins than shallow water projects. With
eleven barges in the Gulf of Mexico that are capable of operating in deepwater,
the Company believes it has more deepwater capacity in this market than any of
its competitors. Capital expenditure programs for fiscal 1996, 1995 and 1994
have included investments to develop the Company's ability to compete in water
depths over 1,000 feet.

21
<PAGE> 23
Pipeline Services

The Company has laid pipelines with a diameter of up to 24 inches and has
installed smaller diameter pipelines in water depths up to 2,040 feet. The
Company recently has been awarded a contract to install a 3-inch pipeline at
water depths up to 5,400 feet. The Company installed approximately 240 miles
of pipe of various sizes in various water depths in fiscal 1996, including 34
miles offshore West Africa.

The Company is capable of installing pipe by either the conventional or the
reel method of pipelaying. With the conventional method, 40-foot segments of
pipe are welded together, coated and tested on the deck of the pipelay barge.
Each segment is then connected to the prior segment and is submerged in the
water as the barge is moved forward 40 feet by its anchor winches or tug boats.
The process is then repeated. Using the conventional pipelay method, the
Company's barges can install approximately 200 feet per hour of small diameter
pipe in shallow water under good weather conditions. Larger diameter pipe,
deeper water and less favorable weather conditions all reduce the speed of
pipeline installation.

With the reel method, the Company performs the welding, testing and coating
onshore, and then spools the pipe onto a pipe reel in one continuous length.
Once the reel barge is in position, the pipe is unspooled onto the ocean floor
as the barge is moved forward. The Company's dedicated reel pipelay barge, the
Chickasaw, is capable of spooling as much as 45 miles of 4.5- inch pipe or 3.8
miles of 12.75-inch pipe in one continuous length. Concrete coated pipe or
pipe with a diameter greater than 12.75-inches cannot be installed using the
reel method. Global has successfully operated the Chickasaw since 1987. The
Company believes that its reel method pipelay capability often provides it with
a competitive advantage because of its faster installation rates and reduced
labor expense when compared to the conventional pipelay method. The Chickasaw
can install small diameter pipe in shallow water at rates averaging 2,000 feet
per hour. The Chickasaw's faster lay rate is even more significant during the
winter months, when pipelay operations must be suspended frequently because of
adverse weather conditions. The Chickasaw's faster installation rate allows
much more progress, or even completion of a project, during periods of calm
weather resulting in fewer costly weather delays. The reel method reduces labor
costs by permitting much of the welding, x-raying, coating and testing to be
accomplished onshore, where labor costs are generally lower than comparable
labor costs offshore. This method also enables the Company to perform a
substantial portion of its work onshore, a safer and more stable work
environment.

To expand the Company's pipelay capabilities to water depths of up to 6,000
feet, the Chickasaw was upgraded in March and April 1994 at a cost of
approximately $9.0 million by adding dynamic positioning equipment, increasing
pipe tension capacity and installing a new pipelay stinger designed to place
the pipeline into a near vertical position as it is reeled off the barge, which
is required for ultra-deepwater pipelaying. With this upgrade, the Chickasaw
is now capable of laying up to 10- inch diameter pipe in water depths up to
3,000 feet and up to 4-inch diameter pipe in water depths up to 6,000 feet.
The Company laid approximately 92 miles of pipe while operating the dynamic
positioning system in deepwater during fiscal 1996. In April and May of 1995,
the Chickasaw successfully laid pipelines to a subsea development in 2,040 feet
of water.

In addition to its pipelay services, the Company believes that it has the
equipment and expertise necessary for its customers to comply with regulations
of the United States Department of Interior's Minerals Management Service
("MMS") that require all offshore oil and gas pipelines greater than 8.75
inches in diameter located in water depths of 200 feet or less to be buried
three feet below the sea floor. Regulations also require that these pipelines
be periodically inspected, repaired and, if necessary, reburied. Inspection
requires extensive diving services, and rebury requires either hand-jetting by
divers or use of one of the Company's large jet sleds and a bury barge.

Derrick Services

All 17 of the Company's barges are equipped with cranes designed to lift
and place platforms, structures or equipment into position for installation.
In addition, they can be used to disassemble and remove platforms and prepare
them for salvage or refurbishment. With the addition of the Hercules in fiscal
1996, the Company increased its lift capacity to 2,000 tons and recently
performed a 1,900 ton lift with the Hercules. The Company expects demand for
abandonment services to increase as more platforms are removed from the Gulf of
Mexico due to MMS regulations relating to the abandonment of wells and removal
of platforms.

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<PAGE> 24
In May 1995, Global and Halliburton Energy Services formed an alliance to
offer a total package of abandonment services to oil and gas operators in the
Gulf of Mexico. The alliance, named Total Abandonment Services ("TAS"),
performs all facets of the abandonment process, including engineering, project
management, wellbore plug and abandonment, structure removal and site
clearance.

Diving Services

Demand for diving services covers the full life of an offshore oil and gas
property, including supporting exploration and drilling, installing pipelines
for production and transportation, periodic inspection, repair and maintenance
of fixed platforms and pipelines and, ultimately, structure removal and site
clearance. In fiscal 1996, approximately 50% of the Company's diving services
were performed for subsidiaries of the Company, compared to 55% in fiscal 1995.
The Company's pipelay and derrick operations create large captive demand for
deepwater diving services, for which divers are more highly compensated, and
enables the Company to attract and retain qualified and experienced divers.
The decline in the captive diving percentage for fiscal 1996 can be attributed
largely to the decline in domestic pipeline activity as compared to fiscal
1995.

The MMS requires that all offshore structures have extensive and detailed
inspections for corrosion, metal thickness and structural damage every five
years. As the age of the offshore infrastructure increases, the Company
anticipates that demand for inspections and repairs will increase. MMS
regulations require platforms to be removed promptly once production ceases and
that the site be restored to meet stringent standards.

For diving projects involving long-duration deepwater and ultra deep dives
to 1,500 feet, the Company uses saturation diving systems that maintain an
environment for the divers at the subsea water pressure at which they are
working until the job is completed. Saturation diving permits divers to make
repeated dives without decompressing, which reduces the time necessary to
complete the job and reduces the divers' exposure to the risks associated with
frequent decompression. Two of the Company's largest saturation diving systems
(including one that was reconditioned during fiscal 1996 for the Pioneer) are
capable of maintaining an environment simulating subsea water pressures to
1,500 feet. The Company has recorded the deepest wet working dive in the Gulf
of Mexico at 1,075 feet.

The Company believes that it has been a leader in the development of many
underwater welding techniques and that it has more qualified diver/welders in
the Gulf of Mexico than any of its competitors. Welded repairs are made by two
methods, dry hyperbaric welding and wet welding. In dry hyperbaric welding, a
customized, watertight enclosure is engineered and fabricated to fit the
specific requirements of the structural joint or pipeline requiring repairs.
The enclosure is lowered into the water, attached to the structure and then the
water is evacuated, allowing divers to enter the chamber and perform dry
welding repairs. Wet welding is accomplished while divers are in the water,
using specialized welding rods. Wet welding is less costly because it
eliminates the need to construct an expensive, customized, single-use
enclosure, but historically often resulted in repairs of unacceptable quality.
The Company believes it has been a leader in improving wet welding techniques
and it has satisfied the technical specifications for customers' wet welded
repairs in water depths to 325 feet. The Company's Research and Development
Center is an important part of a research and development consortium led by the
Company and the Colorado School of Mines that conducts research on underwater
welding techniques for major offshore oil and gas operators. The Research and
Development Center includes a hyperbaric facility capable of simulating wet or
dry welding environments for water depths of up to 1,200 feet, where the
specific water depths are simulated so that the welds can be performed on
various metals and tested to assure compliance with the customer's technical
specifications.

The Company provides diving services to nuclear power plants, which include
inspecting and repairing underwater equipment either during plant turnarounds
or while the plants are operating. While revenues to date from such services
have not been significant, the Company believes its opportunities in this
market are expanding as nuclear power plants age and require more frequent
repair.

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<PAGE> 25
Liftboats

Effective December 31, 1994, the Company acquired sixteen liftboats from a
division of the Halliburton Company. Liftboats, also called "jackup boats,"
are self-propelled, self-elevating work platforms complete with legs, cranes
and living accommodations. Once located, a liftboat hydraulically lowers its
legs until they are seated on the ocean floor and then "jacks up" until the
work platform is elevated above the wave action. Once positioned and elevated,
the stability, open deck area, crane capacity and relatively low cost of
operation makes liftboats ideal work platforms for a wide range of offshore
support services in water depths up to 180 feet. In addition, the capability
to reposition on location, or to move to another location within a short time
adds to their versatility. While the Company continues to time charter the
liftboats to the offshore service industry, it is making progress in
integrating the use of liftboats into its pipeline construction and repair,
platform installation, inspection, maintenance and removal, and diving
services. The Company began construction on two new liftboats during fiscal
1996, one of which was delivered and placed into operation during the third
quarter of fiscal 1997. The other liftboat is expected to be delivered and
placed into operation in the fourth quarter of fiscal 1997.

Other Related Services

In November 1995 Global acquired ROV Technologies, Inc., a leading
consulting firm specializing in remote underwater intervention and remotely
operated vehicle (ROV) technology. ROV technology is essential to operations
in water depths exceeding 1,500 feet, the limit for divers and associated
saturation systems. ROV technology is also used to support subset production
systems, a growing alternative to fixed and floating platforms. ROV
Technologies provides outside consulting services to Global's customers and
supports various internal engineering requirements, including design and
project management for the ROV system to be included on the Pioneer.

Through a subsidiary the Company transports principally oilfield equipment
and pipe for the Company and for outside customers. The subsidiary has
intrastate hauling licenses for Texas and Louisiana, as well as interstate
licenses covering 48 states. In fiscal 1996, approximately 67% of this
subsidiary's revenues were derived from work performed for outside customers.

MARINE VESSELS AND EQUIPMENT

The Company owns a fleet of 17 construction barges, one SWATH vessel, six
DSVs, eight other service vessels and 18 liftboats. Fifteen of the Company's
construction barges are designed to perform more than one type of construction
project, which enables these barges to sustain a higher utilization rate. The
following tables describe the marine vessels owned by the Company and used in
its business.

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<PAGE> 26
<TABLE>
<CAPTION>
Pipelay
-------------------
Derrick Maximum Maximum
Maximum Pipe Water Calendar Living
Length Lift Diameter Depth Year Quarters
Vessel Type (Feet) (Tons) (Inches) (Feet) Acquired Capacity
----------- ------ ------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Construction Barges:
Hercules . . . . . . Derrick 400 2,000 -- -- 1995 191
Cheyenne(1) . . . . Pipelay/bury/derrick 350 800 36.00 1,500 1992 190
DB-3 . . . . . . . . Derrick 350 800 -- -- 1992 100
Cherokee . . . . . . Pipelay/derrick 350 925 36.00 1,500 1990 183
Mohawk(2) . . . . . Pipelay/bury/derrick 320 600 48.00 700 1996 200
Chickasaw . . . . . Pipelay reel/derrick 275 160 12.75 6,000 1990 70
Delta I (3) . . . . Pipelay/bury/derrick 270 25 14.00 200 1996 70
Tonkawa . . . . . . Derrick/bury 250 175 -- 400 1990 73
Sea Constructor . . Pipelay/bury/derrick 250 200 24.00 400 1987 75
Navajo(4) . . . . . Pipelay/derrick 240 150 10.00 600 1992 129
G/P 37 . . . . . . . Pipelay/bury/derrick 188 140 16.00 300 1981 58
Pipeliner V (3) . . Pipelay/bury/derrick 180 25 14.00 200 1996 60
DB-15 (5) . . . . . Pipelay/derrick 400 860 48.00 1,500 1996 272
DB-21 (6) . . . . . Pipelay/derrick 400 1,000 48.00 1,500 1996 223
Sara Maria(7) . . . Derrick/accommodation 350 550 -- -- 1996 100
G/P 35 . . . . . . . Pipelay/bury/derrick 164 100 16.00 200 1978 46
MAD II . . . . . . . Pipelay/bury/derrick 135 45 22.00 50 1975 33
SWATH Vessel:
Pioneer . . . . . . Multi-task 200 50 -- -- 1996 57
Support Vessels:
Sea Lion . . . . . . Dive support 210 40 -- -- 1993 44
Sea Wolf . . . . . . Dive support 185 15 -- -- 1991 30
Sea Fox . . . . . . Dive support 185 25 -- -- 1995 36
Sea Leopard . . . . Dive support 122 7 -- -- 1993 23
Joe Thornton . . . . Dive support 122 -- -- -- 1994 23
Sea Cat . . . . . . Dive support 111 7 -- -- 1989 20
MV Christopher . . . Crew/supply 110 -- -- -- 1991 4
El Ingeniero (7) . . Supply 185 -- -- -- 1996 28
El Ingeniero II(7) . Supply 201 -- -- -- 1996 36
CB-3 . . . . . . . . Deck barge 240 -- -- -- 1992 --
CB-5 . . . . . . . . Deck barge 240 -- -- -- 1992 --
CB-6 . . . . . . . . Deck barge 300 -- -- -- 1996 --
Launch barge . . . . Launch barge 400 -- -- -- (8) --
Atlas del Mar (7) . Launch barge 300 -- -- -- 1996 --
</TABLE>

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<PAGE> 27
<TABLE>
<CAPTION>
Maximum
Maximum Water Living
Lift Depth Year Quarters
Vessel Type (Tons) (Feet) Acquired Capacity
----------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
LIFTBOATS
Cobia . . . . . . . Class 105 15 70 1994 12
Barracuda . . . . . Class 105 15 70 1994 14
Dolphin . . . . . . Class 105 25 70 1994 21
Herring . . . . . . Class 105 25 70 1994 21
Marlin . . . . . . . Class 105 15 70 1994 21
Tarpon . . . . . . . Class 105 25 70 1994 21
Carp . . . . . . . . Class 105 15 70 1994 22
Grouper . . . . . . Class 120 25 80 1994 21
Gar . . . . . . . . Class 120 25 80 1994 22
Stingray . . . . . . Class 130 35 90 1994 22
Starfish . . . . . . Class 140 35 100 1994 24
Manta Ray . . . . . Class 150 70 100 1994 32
Seabass . . . . . . Class 150 35 100 1994 32
Bonita . . . . . . . Class 152 30 117 1994 25
Amberjack . . . . . Class 205 55 140 1994 38
Wahoo . . . . . . . Class 215 70 150 1994 35
Kingfish . . . . . . Class 229 100 180 (9) 38
Man-O-War . . . . . Class 229 100 180 1996 38
</TABLE>

(1) Equipped for pipelay/bury in fiscal 1996, located offshore West Africa.
(2) Reconditioned in fiscal 1996.
(3) Acquired as part of the Norman Offshore Acquisition in July 1996.
(4) Equipped for pipelay in fiscal 1996.
(5) In December 1996, Global acquired from J. Ray McDermott, S.A. an option to
purchase this vessel at any time prior to March 15, 1997. The DB-15 is
currently chartered to CCC.
(6) Acquired from J. Ray McDermott, S.A. in December 1996. Currently located
in West Africa.
(7) Owned and operated by CCC in which Global owns a 49% interest.
(8) Under construction. Delivery expected first quarter of fiscal 1998.
(9) Under construction. Delivery expected fourth quarter of fiscal 1997.

During fiscal 1997, the Company completed construction of a
semi-submersible SWATH design dive support vessel, named the Pioneer at a cost
of approximately $24.0 million of which $20.6 million had been spent through
the end of fiscal 1996. Aker Gulf Marine, the builder, has filed suit against
the Company seeking an additional $13.2 million in connection with the
construction of the vessel. Global is vigorously defending against the claims
but they may result in increased expenditures for completion of the Pioneer.
See "-- Insurance and Litigation" for additional information. The Pioneer is a
dynamically positioned, twin-hulled, semi-submersible vessel that will be able
to provide support services in water depths to 6,000 feet. The Pioneer's
design reduces weather sensitivity, allowing the vessel to continue operating
in up to 12-foot seas and remain on site in up to 20-foot seas. The vessel
will be able to install, maintain and service subset completions, have
saturation diving capabilities, and will be equipped for abandonment
operations, pipeline installations and other services beyond the capabilities
of conventional dive support vessels. The Pioneer became available for
deployment during the third quarter of fiscal 1997 and is currently deployed in
the Gulf of Mexico.

In late November 1995 the Company acquired the Hercules, a 400-foot barge
with a 2,000 ton crane capable of performing revolving lifts up to
approximately 1,600 tons, for $10.9 million. The Company has done extensive
design work to upgrade the Hercules to a combination heavy lift and deepwater
pipelay vessel. The upgrade is planned in two phases. Phase I, expected to be
completed during the first quarter of fiscal 1998, will include adding dynamic
positioning and conventional pipelay capability for pipe diameters up to 42
inches. Phase II will further expand the Hercules capabilities to allow
pipelay by the reel method in water depths up

26
<PAGE> 28
to 8,000 feet. Current engineering indicates that the Hercules will be able to
spool as much as 75 miles of 6-inch pipe or 10 miles of 18-inch pipe.

During fiscal 1996 the Company acquired the Mohawk (previously the Sri
Kanda Perdana), a 320-foot combination pipelay and derrick barge. Global
reconditioned the barge in Southeast Asia and moved it to the Gulf of Mexico.
The Mohawk has a 600-ton crane capacity and is equipped to lay pipe up to 48
inches in diameter. The costs to purchase and upgrade the Mohawk totaled $9.4
million.

This Company owns all of its barges and vessels except as disclosed in the
table above. Of the barges and vessels owned by the Company, nine are subject
to ship mortgages. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources." Under
governmental regulations, the Company's insurance policies and certain of the
Company's financing arrangements, the Company is required to maintain its
barges and vessels in accordance with standards of seaworthiness and safety set
by government regulations or vessel classification organizations.

The Company owns eighteen liftboats, one of which is currently under
construction. Liftboats are self-propelled, self- elevating vessels that can
efficiently support offshore construction and service tasks, including dive
support and salvage operations. In March 1996 the Company began construction
of two liftboats with 229 foot legs, which will allow operation in water depths
to 180 feet. One liftboat was delivered and placed into operation during the
third quarter of fiscal 1997 and the other is expected to be delivered in
fourth quarter of fiscal 1997. These two liftboats expand the Company's
presence in the large liftboat market, where it will operate four of the five
vessels of this class currently in the Gulf of Mexico.

In addition to the dedicated pipelay reel on the Chickasaw, which has a
capacity ranging from 45 miles of 4.5-inch diameter pipe to 3.8 miles of
12.75-inch diameter pipe, the Company owns four portable pipelay reels, which
can be mounted on the deck of its barges for pipelay by the reel method or used
as additional capacity on the Chickasaw. The Company owns and operates two
bury plows, which are capable of burying pipe up to 18 inches in diameter, and
four jetting sleds, which are capable of burying pipe up to 36 inches in
diameter.

The Company also owns eleven saturation diving systems, ten of which are
currently operational. Of the ten operational units, one is installed on the
dive support vessel, Sea Lion (previously Global Diver 210), and another is
installed in the New Iberia Research and Development Center and used to support
welding research. The Company's saturation systems range in capacity from four
to eight divers. Two of the saturation systems are capable of supporting dives
as deep as 1,500 feet. Each saturation system consists of a diving bell for
transporting the divers to the sea floor, and pressurized living quarters on
the deck of the barge or dive support vessel. The systems have surface
controls for measuring and mixing the specialized gasses that the divers
breathe, and connecting hatches for entering the diving bell and providing
meals and supplies to the divers.

In the normal course of its operations, the Company also leases or charters
other vessels, such as tugboats, cargo barges, utility boats and dive support
vessels.

CUSTOMERS

The Company's customers are primarily oil and gas producers and pipeline
companies operating in the Gulf of Mexico and offshore the west coast of
Africa. During fiscal 1996, the Company provided offshore marine construction
services to approximately 145 customers. The Company's revenues are not
dependent on any one customer. Its largest single customer in any of the three
fiscal years ended March 31, 1996, accounted for 15% of contract revenues. The
level of construction services required by any particular customer depends on
the size of that customer's capital expenditure budget devoted to construction
plans in a particular year. Consequently, customers that account for a
significant portion of contract revenues in one fiscal year may represent an
immaterial portion of contract revenues in subsequent fiscal years. The
Company's contracts are typically of short duration, being completed in one to
five months.

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<PAGE> 29
COMPETITION

The offshore marine construction industry is highly competitive. Contracts
for work in the Gulf of Mexico are typically awarded on a competitive bid basis
with customers usually requesting bids on projects one to three months prior to
commencement. However, for projects in water depths greater than 1,000 feet,
particularly subset development projects and "turnkey" projects (in which the
Company is responsible for the project from engineering through hook-up), the
elapsed time from bid request to commencement of work may exceed one year. The
Company's professional marketing staff contacts offshore operators known to
have projects scheduled to insure that the Company has an opportunity to bid
for the projects. Most contracts are awarded on a fixed-price basis, but the
Company also performs work on a cost-plus or day-rate basis, or on a
combination of such bases. During fiscal 1995, the Company successfully bid
two turnkey projects which were completed during fiscal 1996. Also during
fiscal 1996 the Company commenced four turnkey projects offshore West Africa,
which included fabrication and installation of platforms and pipelines. The
Company attempts to minimize unexpected costs by excluding from its contract
price the costs of unexpected difficulties and the costs of weather related
delays during the winter months.

Competition for work in the Gulf of Mexico historically has been based on
the location and type of equipment available, the ability to deploy such
equipment, the quality of service, safety and price. In recent years, price
has been the most important factor in obtaining contracts; however, the ability
to deploy improved equipment and technology, to attract and retain skilled
personnel, and to demonstrate a good safety record have also been important
competitive factors.

Competition for deepwater and ultra-deep water projects in the Gulf of
Mexico is limited primarily to the Company and two competitors, J. Ray
McDermott S.A., a product of the merger in early 1995 of McDermott
International, Inc. and Offshore Pipelines, Inc., and Subset International,
Inc., a subsidiary of Dresser Industries. Occasionally international
competitors, including Allseas Marine Contractors S.A., HeereMac Offshore
Installation Contractors, a joint venture of HeereMac and J. Ray McDermott, and
European Marine Contractors Ltd., a joint venture of Saipem and Brown and Root,
enter and compete in the Gulf of Mexico market for a period of time. The
Company's competitors for shallow water projects include many small companies,
some operating only one barge, who often compete solely on the basis of price.

Competition for diving projects in the Gulf of Mexico usually involves the
Company, six main competitors and a number of smaller competitors. To compete
more effectively, the Company has carefully developed its reputation as a
quality diving contractor and has taken a leading role in developing
industry-wide diving safety standards.

Competition in the West African offshore construction market is limited
primarily to two competitors, McDermott/ETPM West and SAIBOS. McDermott/ETPM
is a joint venture between the French contractor, ETPM, and the U.S. based J.
Ray McDermott. SAIBOS is a joint venture between the French contractor,
Bouygues, and the Italian company, Saipem. Smaller, shallow water and inland
swamp and marsh projects may also attract additional West African based
competitors, and the very large projects may attract, North Sea and worldwide
competitors.

BACKLOG

As of December 31, 1996, the Company's backlog supported by written
agreements amounted to approximately $30.0 million, which was significantly
below the Company's backlog at December 31, 1995, of $76.0 million. Management
expects all of its backlog to be performed within twelve months. As the
Company's focus moves into deeper waters and into international markets, where
projects tend to have longer lead time and result in earlier awards, its
backlog may increase. The Company does not consider its backlog amounts to be
a reliable indicator of future revenues because, most of the Company's projects
are awarded and performed within a relatively short period of time.

28
<PAGE> 30
FACILITIES

The Company's corporate headquarters are located in Lafayette, Louisiana,
in an office building of approximately 27,800 square feet owned by the Company.
In addition, the Company has a training facility of approximately 4,000 square
feet on approximately 25 acres of land just south of Lafayette, which is leased
through December 1998 from Mr. William J. Dore, Chairman of the Board of
Directors of the Company. The lease also includes an office building of
approximately 10,000 square feet and a storage facility of approximately 7,000
square feet. See "Management -- Certain Transactions."

The Company leases approximately 65 acres of land on the Houma Navigational
Channel near Houma, Louisiana, which includes a private, bulkheaded canal
capable of docking the Company's barges and vessels and allows the barges and
vessels direct access to the Gulf of Mexico. The Houma property serves as the
headquarters for the Company's pipeline construction services and includes a
facility for welding, coating, testing and handling of 1,700-foot lengths of
pipe for spooling onto the Chickasaw. The pipe assembly area includes a series
of weld stations housed in metal buildings and concrete pipe racks with
hydraulic lifts for stacking the assembled 1,700-foot lengths of pipe. The
Houma property also includes facilities for fabricating specialized components
for offshore installation, warehouses and related buildings, equipment staging
and pipe storage areas, and an office for engineering, management and
administrative personnel. The lease for this facility expires in 2002 and the
Company has a purchase option on the property.

The Company also leases approximately 32 acres in Amelia, Louisiana, which
serves as the headquarters for the Company's derrick operations. The facility
has bulkheaded water frontage for the Company's derrick barges. The lease for
this facility expires in April 1999.

The Company's diving, special services and transportation operations are
headquartered on approximately 15 acres at the Port of Iberia, near New Iberia,
Louisiana, owned by the Company. The Company has recently acquired from J. Ray
McDermott, 21 acres in New Iberia adjacent to Global's facility there. This
facility has bulkheaded water frontage and provides direct access to the Gulf
of Mexico for the Company's dive support vessels. Additional bulkheads, work
shops, storage space and offices were added during fiscal 1996 to this facility
which provides direct access to the Gulf of Mexico for the Company's liftboat
and dive support vessels. The New Iberia location includes the Company's
Research and Development Center, which houses a hyperbaric welding facility and
a conference and training facility.

The Company owns a combination office building (6,700 square feet) and
warehouse (18,050 square feet) in Houston, Texas, which has been leased to
others during 1996.

The Company also leases offices (18,844 square feet) in Houston, Texas, for
engineering, estimating, business development, marketing and legal staff, in
New Orleans, Louisiana, for marketing, project management and ROV Technologies
and in Lagos, Nigeria and Tema, Ghana, for its West African operations. The
Company leases facilities in western Australia and Singapore which will be used
in conjunction with assets acquired in the Divcon acquisition.

The Company recently signed an agreement to acquire a 600 acre waterfront
site near Sulphur, Louisiana, for a potential future pipebase, for $6.1
million.

GOVERNMENT REGULATION

Many aspects of the offshore marine construction industry are subject to
extensive governmental regulation. The Company is subject to the jurisdiction
of the United States Coast Guard, the National Transportation Safety Board and
the Customs Service, as well as private industry organizations such as the
American Bureau of Shipping. The Coast Guard and the National Transportation
Safety Board set safety standards and are authorized to investigate vessel
accidents and recommend improved safety standards, and the Customs Service is
authorized to inspect vessels at will.

The Company is required by various governmental and quasi-governmental
agencies to obtain certain permits, licenses and certificates with respect to
its operations. The kinds of permits, licenses and certificates

29
<PAGE> 31
required in the operations of the Company depend upon a number of factors. The
Company believes that it has obtained or can obtain all permits, licenses and
certificates necessary to the conduct of its business.

In addition, the Company depends on the demand for its services from the
oil and gas industry and, therefore, the Company's business is affected by laws
and regulations, as well as changing taxes and policies relating to the oil and
gas industry generally. In particular, the exploration and development of oil
and gas properties located on the Outer Continental Shelf of the United States
is regulated primarily by the MMS.

The operations of the Company are affected by numerous federal, state and
local laws and regulations relating to protection of the environment, including
the Outer Continental Shelf Lands Act, the Federal Water Pollution Control Act
of 1972 and the Oil Pollution Act of 1990. The technical requirements of these
laws and regulations are becoming increasingly complex and stringent, and
compliance is becoming increasingly difficult and expensive. However, the
Company does not believe that compliance with current environmental laws and
regulations is likely to have a material adverse effect on the Company's
business or financial condition. Certain environmental laws provide for
"strict liability" for remediation of spills and releases of hazardous
substances and some provide liability for damages to natural resources or
threats to public health and safety. Sanctions for noncompliance may include
revocation of permits, corrective action orders, administrative or civil
penalties, and criminal prosecution. The Company's compliance with these laws
and regulations has entailed certain changes in operating procedures and
approximately $100,000 in expenditures in fiscal 1996. It is possible that
changes in the environmental laws and enforcement policies thereunder, or
claims for damages to persons, property, natural resources or the environment
could result in substantial costs and liabilities to the Company. The
Company's insurance policies provide liability coverage for sudden and
accidental occurrences of pollution and/or clean-up and containment of the
foregoing in amounts that the Company believes are comparable to policy limits
carried by others in the offshore construction industry.

Because the Company engages in certain activities that may constitute
"coastwise trade" within the meaning of federal maritime regulations, it is
also subject to regulation by MARAD, Coast Guard and Customs Services. Under
these regulations, only vessels owned by United States citizens that are built
and registered under the laws of the United States may engage in "coastwise
trade." Furthermore, the foregoing citizenship requirements must be met in
order for the Company to continue to qualify for financing guaranteed by MARAD,
which currently exists with respect to certain of its vessels. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -Liquidity and Capital Resources." Certain provisions of the
Company's Articles of Incorporation are intended to aid in compliance with the
foregoing requirements regarding ownership by persons other than United States
citizens.

INSURANCE AND LITIGATION

The Company's operations are subject to the inherent risks of offshore
marine activity, including accidents resulting in the loss of life or property,
environmental mishaps, mechanical failures and collisions. The Company insures
against these risks at levels consistent with industry standards. The Company
believes its insurance should protect it against, among other things, the cost
of replacing the total or constructive total loss of its vessels. The Company
also carries workers' compensation, maritime employer's liability, general
liability and other insurance customary in its business. All insurance is
carried at levels of coverage and deductibles that the Company considers
financially prudent.

The Company's services are provided in hazardous environments where
accidents involving catastrophic damage or loss of life could result, and
litigation arising from such an event may result in the Company being named a
defendant in lawsuits asserting large claims. To date, the Company has only
been involved in one such catastrophic occurrence when a platform owned by a
customer exploded while the Company was doing underwater construction work. The
settlements related to the accident totaled more than $23.0 million, but the
Company's uninsured expenditure on the settlements was insignificant. Although
there can be no assurance that the amount of insurance carried by Global is
sufficient to protect it fully in all events, management believes that its
insurance protection is adequate for the Company's business operations. A
successful liability claim for which the Company is underinsured or uninsured
could have a material adverse effect on the Company.

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<PAGE> 32
The Company is involved in various routine legal proceedings primarily
involving claims for personal injury under the General Maritime Laws of the
United States and the Jones Act as a result of alleged negligence. The Company
believes that the outcome of all such proceedings, even if determined
adversely, would not have a material adverse effect on its business or
financial condition.

On December 14, 1995, Aker Gulf Marine filed suit against Global in the
U.S. District Court for the Western District of Louisiana seeking $8.2 million
in additional costs believed by it to be owed because of change orders during
construction of the Pioneer, and $5.0 million for disruption, acceleration, and
delay damages. Global does not believe that Aker Gulf Marine's claims are
valid and intends to vigorously defend against them, intends to recover all
amounts which it is legally entitled to recover and does not believe that the
ultimate resolution of the claims will have a material adverse impact on
Global's financial statements. Under an agreement reached with Aker Gulf
Marine, Global took possession of the Pioneer on August, 1996 and moved it to
Global's facility in Amelia, Louisiana where construction and equipping of the
vessel was completed. Sea trials were successfully completed in November, 1996
and the vessel is currently deployed in the Gulf of Mexico. Under the terms of
the agreement, Global has been given clear title to the Pioneer in exchange for
a cash payment of $3.2 million and the posting of a $4.5 million bond in favor
of Aker Gulf Marine. Such amounts and the release of the vessel are without
prejudice to each company's rights to pursue claims against the other in the
pending litigation or otherwise.

PATENTS

The Company owns or is the licensee of a number of patents in the United
States and Great Britain. The Company relies on a combination of patents and
trade secrets to protect its proprietary technologies. In the 1987 acquisition
of Sea-Con Services, Inc.'s pipelaying assets, the Company acquired the patents
to certain pipe burying technology and an exclusive license to certain wet
welding technology. Patents under which the Company is a non-exclusive licensee
protect certain features of the Chickasaw, and the Company's portable reels.
The licenses continue until the expiration of the underlying patents, which
will occur at various times to 2005, with most expiring in 1998 or later. As
part of the Norman Offshore Acquisition, the Company acquired patents to
certain pipe burying technology. In addition, the Company has developed
certain proprietary underwater welding techniques and materials.

The Company believes that its technical knowledge and experience,
reputation and customer relationships are more important to its competitive
position than its patents and licenses. The Company's business is not
materially dependent on any one or more of its licenses or patents, although
the loss of license or patent protection for the Company's reel barge, its
seaplow or the pipeburying technology acquired in the Norman Offshore
Acquisition could have a material adverse effect on the Company's competitive
position.

EMPLOYEES

The Company's work force varies based on the Company's workload at any
particular time. As of November 30, 1996, the Company had approximately 1,108
employees. During fiscal 1996, the number of Company employees ranged from a
low of 769 to a high of 853. None of the Company's employees are covered by a
collective bargaining agreement. The Company believes that its relationship
with its employees is satisfactory. In addition, many workers are hired on a
contract basis and are available to the Company on short notice.

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<PAGE> 33
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information as of the date of this
Prospectus about the executive officers and directors of the Company.
Directors are elected annually and hold office until their successors have been
elected and qualified. Executive officers of the Company are elected by, and
serve at the discretion of, the Board of Directors.

<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
William J. Dore . . . . . . . . . 53 Chairman of the Board of Directors, President and Chief
Executive Officer
James J. Dore . . . . . . . . . . 41 Vice President, Diving and Special Services

Michael J. McCann . . . . . . . . 49 Vice President, Administration

Lawrence C. McClure . . . . . . . 41 Vice President, Offshore Construction

Andrew L. Michel . . . . . . . . 53 Vice President, Deepwater Technology

Michael J. Pollock . . . . . . . 50 Vice President, Chief Financial Officer and Director

James C. Day(*) . . . . . . . . . 53 Director

Edward P. Djerejian(*) . . . . . 57 Director

Myron J. Moreau(*) . . . . . . . 62 Director
</TABLE>

(*) Member of the Audit Committee and the Compensation Committee of the Board
of Directors.

Mr. William J. Dore, the Company's founder, has been Chairman of the Board
of Directors, President and Chief Executive Officer since 1973. Mr. Dore has
over twenty-five years of experience in the diving and marine construction
industry and is a past President of the Association of Diving Contractors. Mr.
Dore received an M.Ed. degree from McNeese State in 1966. Mr. Dore is
currently a member of the executive committee of the Board of Directors of the
National Ocean Industry Association.

Mr. James J. Dore, with over 15 years of service with the Company, was
named Vice President, Marketing in March 1993. For the four years prior to
March 1993, he had held a number of manager positions with responsibility for
marketing, contracts and estimating, and diving operations. Mr. Dore was named
Vice President, Special Services in November 1994 and Vice President, Diving
and Special Services in February 1996. James J. Dore is the brother of William
J. Dore.

Mr. McCann joined the Company as Vice President, Administration in July
1996. Mr. McCann was employed by Subset International, Inc. from 1978 to 1996,
most recently as Chief Financial Officer. He is a Certified Public Accountant
and received a Masters degree in Business Administration from Loyola
University.

Mr. McClure joined the Company in January 1989 as Assistant Operations
Manager and was promoted to Manager of Estimating and Engineering in February
1992. In February 1995 he was named Vice President, Estimating and
Engineering. Mr. McClure was named Vice President, Offshore Construction, in
February 1996. Mr. McClure has over sixteen years of experience in the offshore
construction business.

Mr. Michel joined the Company as Vice President, Deepwater Technology in
December 1995 in connection with the Company's acquisition of ROV Technologies,
Inc. Mr. Michel founded ROV Technologies in 1986 and served as its only
President until the Company acquired ROV Technologies, Inc. in November, 1995.
Mr. Michel has 30 years of experience in underwater electronics and remote
intervention services.

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<PAGE> 34
Mr. Pollock was named Vice President, Chief Financial Officer and Treasurer
in April 1996. He joined the Company in 1990 as Treasurer and Chief Financial
Officer and was named Vice President, Chief Administrative Officer and a
Director in December 1992. From 1982 until September 1990, Mr. Pollock
practiced public accounting. Mr. Pollock is a Certified Public Accountant and
has twenty-seven years of experience in the accounting and auditing field
including eight years as a practicing CPA.

Mr. Day joined the Board of Directors of the Company in February 1993. He
has been Chairman of the Board of Directors of Noble Drilling Corporation, a
Houston, Texas based offshore drilling contractor, since October 1992, and has
been President and Chief Executive Officer of Noble Drilling since January
1984. Mr. Day has held executive positions with the International Association
of Drilling Contractors, the National Ocean Industries Association, and the
Independent Petroleum Association of America. Mr. Day received a B.S. degree
in Business Administration from Phillips University. In addition to being a
director of Noble Drilling Corporation, Mr. Day is a director of Noble
Affiliates, Inc.

Mr. Djerejian joined the Board of Directors of the Company in February
1996. Since August 1994, Mr. Djerejian has been the director of the James A.
Baker III Institute of Public Policy at Rice University. A former United
States Ambassador, he was nominated by President Clinton to serve as U.S.
Ambassador to Israel in 1993. During his more than thirty years in the United
States Foreign Service, he has served as deputy chief of the U.S. mission to
the Kingdom of Jordan, as U.S. Ambassador to the Syrian Arab Republic, and as
Assistant Secretary of State for Near Eastern Affairs under Presidents Bush and
Clinton. Mr. Djerejian received the Department of State's Distinguished
Service Award in 1993 and the President's Distinguished Service Award in 1994.
He is a graduate of the School of Foreign Service at Georgetown University and
serves on the Board of Directors of Occidental Petroleum Company.

Mr. Moreau joined the Board of Directors of the Company in February 1993.
He is retired from Chevron U.S.A. Inc., where he had been employed for 31
years. From 1990 until 1992, Mr. Moreau was General Manager of Support
Services for Chevron's Gulf of Mexico Production Business Unit, and from 1988
until 1990, he was Division Manager at Chevron in Lafayette, Louisiana. Prior
to 1988, he held various domestic and foreign assignments with Chevron,
including assignments in the United Kingdom and Indonesia. Mr. Moreau received
a degree in Chemical Engineering from the University of Southwestern Louisiana
in 1959.

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<PAGE> 35
PRINCIPAL SHAREHOLDERS

The table below sets forth the ownership of the Company's Common Stock, as
of December 20, 1996, by (i) each of the Company's directors, (ii) certain of
the Company's executive officers, (iii) all directors and executive officers of
the Company as a group and (iv) each person known by the Company to own
beneficially 5% or more of the outstanding Common Stock. Except as otherwise
indicated, the persons listed below have sole voting power and investment power
over the shares beneficially held by them.

<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Before Offering After Offering(2)
----------------------- -------------------------
Name(1) Shares Percentage Shares Percentage
------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
William J. Dore(3) . . . . . . . . . . . 15,523,498 40.7% 15,523,498 34.4%
Michael J. Pollock(4) . . . . . . . . . . 52,902 * 52,902 *
Lawrence C. McClure . . . . . . . . . . . 15,320 * 15,320 *
James C. Day . . . . . . . . . . . . . . 5,752 * 5,752 *
Myron J. Moreau . . . . . . . . . . . . . 5,752 * 5,752 *
Edward P. Djerejian . . . . . . . . . . . 634 * 634 *
All directors and executive officers
as a group (9 persons)(3)(4) . . . . . 15,685,574 41.1% 15,685,574 34.7%
Amy K. Dore Donner Trust(5) . . . . . . . 196,958 * 196,958 *
Collette A. Dore Trust(5) . . . . . . . . 203,458 * 203,458 *
William J. Dore, Jr. Trust(5) . . . . . . 222,458 * 222,458 *
Deborah K. Saradet Trust (5) . . . . . . 189,858 * 189,858 *
</TABLE>

- ------------

* Represents less than 1%

(1) See "Management" for a description of such person's position or
relationship with the Company. Mr. Dore's address is 107 Global Circle,
Lafayette, Louisiana 70503.
(2) Assumes no exercise of the Underwriters' overallotment option for 1,050,000
shares all of which will be provided by William J. Dore.
(3) Includes 519,194 shares held by the Company's Retirement Plan of which Mr.
Dore acts as Trustee but with respect to which Mr. Dore. Mr. Dore
disclaims beneficial ownership of any of such shares except the 106,652
shares held by the Retirement Plan and allocated to his account. Mr. Dore'
has granted to the Underwriters an over-allotment option to purchase up to
1,050,000 shares. If the Underwriters' over-allotment option is exercised
in full, Mr. Dore' will beneficially own 14,635,574 shares (32.4% of the
outstanding shares) after the offering.
(4) Includes shares issued pursuant to restricted stock awards granted to Mr.
Pollock -- 7,060; Mr. McClure -- 4,800 and all directors and officers as a
group -- 24,140; shares allocated to such persons retirement account in the
Retirement Plan as follows: Mr. Pollock -- 410; Mr. McClure -- 1,420 and
all executive officers as a group -- 525,728 and the shares issuable upon
exercise of stock options exercisable within 60 days as follows: Mr.
Pollock -- 40,800; Mr. McClure -- 7,800; and all directors and executive
officers as a group -- 106,780.
(5) Such shares are held by Elaine Abell as trustee, who in such capacity has
voting and investment power over the shares.

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<PAGE> 36
DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock currently consists of 30,000,000
shares of preferred stock, $.01 par value per share (the "Preferred Stock"),
and 150,000,000 shares of Common Stock, $.01 par value per share. As of
December 20, 1996, 38,166,003 shares of Common Stock were issued and
outstanding held by approximately 419 holders of record and no shares of
Preferred Stock were issued and outstanding.

COMMON STOCK

Holders of Common Stock are entitled to one vote per share in the election
of directors and on all other matters submitted to a vote of the shareholders.
Such holders do not have the right to cumulate their votes in the election of
directors. Holders of Common Stock have no redemption or conversion rights and
no preemptive or other rights to subscribe for securities of the Company. For
information regarding registration rights with respect to certain holders of
Common Stock, see " Registration Rights" below. In the event of a liquidation,
dissolution or winding up of the Company, holders of Common Stock are entitled
to share equally and ratably in all of the assets remaining, if any, after
satisfaction of all debts and liabilities of the Company, and the preferential
rights of any series of Preferred Stock, if any, then outstanding. The
outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby will be, upon payment therefor as contemplated herein, validly issued,
fully paid and nonassessable.

Holders of Common Stock have an equal and ratable right to receive
dividends when, as and if declared by the Board of Directors out of funds
legally available therefor and only after payment of, or provision for, full
dividends (on a cumulative basis if applicable) on all outstanding shares of
any series of Preferred Stock and after the Company has made provisions for any
sinking or purchase funds for any series of Preferred Stock. The Company does
not intend to pay any cash dividends and certain of the Company's financing
arrangements restrict the payment of cash dividends. See "Dividend Policy" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

PREFERRED STOCK

The Preferred Stock may be issued, from time to time, in one or more
series, and the Board of Directors, without approval of the shareholders, is
authorized to amend the Articles of Incorporation to fix the dividend rights
and terms, conversion rights, voting rights, redemption rights and terms,
liquidation preferences, sinking funds and any other rights, preferences,
privileges and restrictions applicable to each series of Preferred Stock. The
Board of Directors, without obtaining shareholder approval, may issue shares of
the Preferred Stock with voting or conversion rights that could adversely
affect the voting power of the holders of Common Stock. The issuance of shares
of Preferred Stock could be utilized, under certain circumstances, in an
attempt to prevent an acquisition of the Company. The Company has no present
intention to issue any shares of Preferred Stock.

FOREIGN OWNERSHIP

The Company's Articles of Incorporation contain provisions that limit
foreign ownership of the Company's capital stock to protect the Company's
ability to register its vessels under federal law and operate its vessels in
United States coastwise trade. To enjoy the benefits of United States registry
and United States coastwise trade, the Company must maintain United States
citizenship as defined in the Shipping Act of 1916, as amended (the "Shipping
Act"), and the regulations thereunder. Under these regulations, to remain a
United States citizen qualified to engage in coastwise trade, the Company's
president or chief executive officer and chairman of the board of directors
must be United States citizens, and a majority of a quorum of its board of
directors must be United States citizens. Further, at least 75% of the
ownership and voting power of the Company's capital stock must be held by
United States citizens, as defined in the Shipping Act and the regulations
thereunder.

The Company's Articles of Incorporation provide that (i) any transfer, or
attempted or purported transfer, of any shares of capital stock which would
result in the ownership or control by one or more persons who is not a United
States citizen for purposes of United States coastwise domestic shipping (as
defined in the Shipping Act) of an aggregate percentage of the shares of the
Company's capital stock or voting power in

35
<PAGE> 37
excess of a fixed percentage (the "Permitted Percentage"), which is equal to 2%
less than the percentage that would prevent the Company from being a United
States citizen for purposes of engaging in United States coastwise domestic
shipping (currently 25%), will, until such ownership no longer exceeds the
Permitted Percentage, be void and ineffective as against the Company, and (ii)
if at any time ownership of capital stock or voting power (either of record or
beneficial) by persons other than United States citizens exceeds the Permitted
Percentage, the Company may withhold payment of dividends on and may suspend
the voting rights of such shares deemed to be in excess of the Permitted
Percentage.

Certificates representing the Common Stock bear legends concerning the
restrictions on ownership by persons other than United States citizens. In
addition, the Board of Directors is authorized by the bylaws (i) to require, as
a condition precedent to the transfer of shares on the records of the Company,
representations and other proof as to the identity of existing or prospective
shareholders and (ii) to establish and maintain a dual stock certificate system
under which different forms of certificates may be used to indicate whether the
owner thereof is a United States citizen.

CERTAIN ANTI-TAKEOVER AND OTHER PROVISIONS OF THE COMPANY'S ARTICLES OF
INCORPORATION AND BYLAWS

The Articles of Incorporation of the Company limit the liability of
directors of the Company (in their capacity as directors but not in their
capacity as officers) to the Company and its shareholders for monetary damages
for breaches of fiduciary duties to the fullest extent permitted by Louisiana
law. Specifically, directors of the Company will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except for
liability resulting from (i) any breach of the director's duty of loyalty to
the corporation or its shareholders, (ii) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
unlawful payments of dividends or unlawful stock repurchases or redemptions
under Section 92D of the Business Corporation Law of the State of Louisiana or
(iv) any transaction from which the director derived an improper personal
benefit.

The Articles of Incorporation provide that no action may be taken by
shareholders except at an annual or special meeting. The Bylaws provide that,
unless otherwise provided in the Articles of Incorporation, special meetings of
shareholders can only be called by the Chairman of the Board, the President or
by a majority of the Board of Directors or the Executive Committee thereof, if
any.

The Bylaws establish an advance notice procedure for the nomination, other
than by or at the direction of the Board of Directors or a committee thereof,
of candidates for election as directors as well as for other shareholder
proposals to be considered at shareholders' meetings. Notice of shareholder
proposals and director nominations must be timely given in writing to the
Secretary of the Company prior to the meeting at which such matters are to be
acted upon or directors are to be elected. To be timely, such notice must be
received at the principal executive offices of the Company (i) with respect to
shareholder proposals to be presented and elections to be held at the annual
meeting, not less than 90 days prior to the anniversary date of the immediately
preceding annual meeting, and (ii) with respect to an election to be held at a
special meeting, not later than the close of business on the tenth day
following the day on which notice of the date of such special meeting is first
mailed to shareholders or public disclosure of the date of such special meeting
is made, whichever occurs first. Notice to the Company from a shareholder who
intends to present a proposal or to nominate a person for election as a
director must contain certain information about the shareholder giving such
notice and, in the case of director nominations, all information that would be
required to be included in a proxy statement soliciting proxies for the
election of the proposed nominee (including such person's written consent to
serve as a director if so elected). If the presiding officer of the meeting
determines that a shareholder's proposal or nomination is not made in
accordance with the procedures set forth in the Bylaws, such proposal or
nomination, at the direction of such presiding officer, may be disregarded.
The notice requirement for shareholder proposals contained in the Company's
Bylaws does not restrict a shareholder's right to include proposals in the
Company's annual proxy materials pursuant to rules promulgated under the
Securities Exchange Act of 1934, as amended.

As permitted by Louisiana law, the Company's Articles of Incorporation
expressly authorize the Board of Directors, when considering a tender offer,
exchange offer, merger or consolidation, to consider, among other factors, the
social and economic effects of the proposals on the Company, its subsidiaries
and their respective employees, customers, creditors and communities.

36
<PAGE> 38
The provisions of the Company's Articles of Incorporation and Bylaws
summarized in the preceding paragraphs may have anti- takeover effects and may
delay, defer or prevent a tender offer or takeover attempt that a shareholder
might consider in such shareholder's best interest, including those attempts
that might result in the payment of a premium over the market price for the
shares held by such shareholder.

REGISTRATION RIGHTS

Pursuant to a registration rights agreement with the Company, William J.
Dore, who owns approximately 15,523,498 shares of Common Stock (14,473,498
shares if the Underwriters' over-allotment option is exercised in full), has
been granted certain "demand" and "piggyback" rights requiring the Company to
register at the Company's expense, subject to certain limitations, any and all
shares held by him. The registration rights agreement entitles Mr. Dore to two
"demand" registrations, which in each case must be for shares with a proposed
aggregate offering price of at least $5.0 million, and unlimited "piggyback"
registrations. Mr. Dore is exercising "piggyback" rights with respect to the
shares of Common Stock offered by him pursuant to the option granted to the
Underwriters to cover over-allotments.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.

37
<PAGE> 39
UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to each of the underwriters named
below (the "Underwriters"), for whom Salomon Brothers Inc, Howard, Weil,
Labouisse, Friedrichs Incorporated, Raymond James & Associates, Inc. and
Schroder Wertheim & Co. are acting as representatives (the "Representatives"),
and each of the Underwriters has severally agreed to purchase from the Company,
the aggregate number of shares of Common Stock set forth opposite its name
below.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
------------ ---------
<S> <C>
Salomon Brothers Inc . . . . . . . . . . . . . . . . . .
Howard, Weil, Labouisse, Friedrichs Incorporated . . . .
Raymond James & Associates, Inc. . . . . . . . . . . . .
Schroder Wertheim & Co. . . . . . . . . . . . . . . . .
---------
Total . . . . . . . . . . . . . . . . . . . . . .
=========
</TABLE>

In the Underwriting Agreement, the several Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all of the
shares of Common Stock offered hereby (other than those subject to the
over-allotment option described below) if any such shares are purchased. In
the event of a default by an Underwriter, the Underwriting Agreement provides
that, in certain circumstances, the purchase commitments of nondefaulting
Underwriters may be increased or the Underwriting Agreements may be terminated.
The Company has been advised by the Representatives that the several
Underwriters propose initially to offer the shares of Common Stock to the
public at the price to public set forth on the cover page of this Prospectus,
and to certain dealers at such price less a concession not in excess of $
per share. The Underwriters may allow, and such dealers may reallow, a
discount not in excess of $ per share to certain other dealers. After
the initial offering, the price to public and such concessions may be changed.

William J. Dore has granted to the Underwriters an option, exercisable
during the 30-day period after the date of this Prospectus, to purchase up to
1,050,000 additional shares of Common Stock at the same price per share as the
initial shares of Common Stock to be purchased by the Underwriters. The
Underwriters may exercise such option only to cover over-allotments in the sale
of the shares of Common Stock that the Underwriters have agreed to purchase.
To the extent that the Underwriters exercise such option, each of the
Underwriters will have a firm commitment, subject to certain conditions, to
purchase the same proportion of such additional shares of Common Stock as the
number of shares of Common Stock to be purchased and offered by such
Underwriter in the above table bears to the total number of shares of Common
Stock initially offered by the Underwriters hereby.

The Company and William J. Dore have agreed that they will not offer, sell,
contract to sell, or otherwise dispose of, directly or indirectly, any shares
of Common Stock or any securities convertible into, or exchangeable for, shares
of Common Stock for a period of 180 days from the date of this Prospectus
without the prior consent of the Representatives, except pursuant to the
Underwriting Agreement or, in the case of the Company, pursuant to employee
benefit plans.

The Underwriting Agreement provides that the Company and William J. Dore
will indemnify the Underwriters against certain liabilities, including under
the Securities Act, or contribute to payments that the Underwriters may be
required to make in respect thereof.

In connection with this offering, certain Underwriters and selling group
members who are qualifying registered market makers on the Nasdaq National
Market may engage in passive market making transactions in the Common Stock on
the Nasdaq National Market in accordance with Rule 10b-6A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), during the two business
day period before commencement of offers or sales of the Common Stock offered
hereby. Passive market making transactions

38
<PAGE> 40
must comply with certain volume and price limitations and be identified as
such. In general, a passive market maker may display its bid at a price not in
excess of the highest independent bid for the security, and if all independent
bids are lowered below the passive market maker's bid, then such bid must be
lowered when certain purchase limits are exceeded.

LEGAL MATTERS

The validity of the shares of Common Stock offered by this Prospectus will
be passed upon for the Company and the Selling Shareholder by Vinson & Elkins
L.L.P., Houston, Texas. Certain legal matters in connection with the sale of
the Common Stock will be passed upon for the Underwriters by Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., New Orleans, Louisiana.

EXPERTS

The consolidated financial statements of the Company as of March 31, 1996
and 1995 and for each of the years in the period ended March 31, 1996, included
and incorporated by reference in this Prospectus and the related consolidated
financial statement schedules incorporated by reference in this Registration
Statement have been audited by Deloitte & Touche L.L.P., independent auditors,
as stated in their reports appearing and incorporated by reference herein and
elsewhere in the Registration Statement, and are included in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing. With respect to the unaudited interim financial information for the
periods ended June 30, 1996 and September 30, 1996 and 1995, included or
incorporated by reference in this Prospectus, Deloitte & Touche L.L.P. has
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their
separate reports related to the interim financial information included or
incorporated by reference herein states that they did not audit and they do not
express an opinion on that interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied. Deloitte &
Touche L.L.P. is not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Securities Act"), for their reports on
the unaudited interim financial information because those reports are not
"reports" or a "part" of the registration statement prepared or certified by an
accountant within the meaning of Sections 7 and 11 of the Securities Act.

AVAILABLE INFORMATION

This Prospectus constitutes a part of a registration statement (herein
together with all amendments thereto referred to as the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act. This Prospectus does not contain
all the information contained in the Registration Statement, certain portions
of which are omitted as permitted by the rules and regulations of the
Commission. For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration Statement
including the exhibits thereto, which may be inspected at the Commission's
offices without charge or copies of which may be obtained from the Commission
upon payment of prescribed fees. Statements contained in this Prospectus as to
the contents of any contract or other document filed as an exhibit to the
Registration Statement are not necessarily complete, and in each instance
reference is hereby made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference.

The Company is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files reports and other information with the
Commission. Reports, proxy and information statements and other information
filed by the Company with the Commission pursuant to the informational
requirements of the Exchange Act, can be inspected and copied at the public
reference facilities of the Commission at the Judiciary Plaza Building, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the Regional
Offices of the Commission located at Seven World Trade Center, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison, Suite 1400,
Chicago, Illinois 60661. Copies thereof can also be obtained by written
request addressed to the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains an Internet web site that contains reports, proxy and information
statements and other information regarding registrants that file

39
<PAGE> 41
electronically with the Commission (http://www.sec.gov). In addition, such
reports, proxy and information statements and other information concerning the
Company are available at the offices of the Nasdaq National Market located at
1735 K Street, N.W., Washington, D.C. 20006.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company hereby incorporates by reference in this Prospectus the
following documents previously filed with the Commission pursuant to the
Exchange Act: (i) the Company's Annual Report on Form 10-K for the year ended
March 31, 1996, (ii) the Company's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1996 and September 30, 1996 and (iii) the description
of the Common Stock contained in the Registration Statement on Form 8-A
declared effective by the Commission on February 10, 1993.

Each document fled by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part of this
Prospectus from the date of filing such document. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of the
Registration Statement and this Prospectus to the extent that a statement
contained in this Prospectus or in any subsequently filed document that also is
or deemed to be incorporated by reference in this Prospectus 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 the
Registration Statement or this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents that are incorporated by reference in this
Prospectus (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents). Requests should
be directed to the Office of the Secretary, Global Industries, Ltd., 107 Global
Circle, Lafayette, Louisiana 70503, telephone (318) 989-000.

40
<PAGE> 42
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ANNUAL FINANCIAL STATEMENTS:

Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

Consolidated Balance Sheets as of March 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . F-3

Consolidated Statements of Operations for the Fiscal Years ended March 31, 1996,
1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4

Consolidated Statements of Shareholders' Equity for the Fiscal Years ended March 31,
1996, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5

Consolidated Statements of Cash Flows for the Fiscal Years ended March 31, 1996,
1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7

INTERIM FINANCIAL STATEMENTS (UNAUDITED):

Consolidated Balance Sheets as of September 30, 1996 and March 31, 1996 . . . . . . . . . . . . . . . . F-16

Consolidated Statements of Operations for the Six Months Ended
September 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-17

Consolidated Statements of Cash Flows for the Six Months Ended
Ended September 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-18

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-19
</TABLE>

F-1
<PAGE> 43
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders
of Global Industries, Ltd.

We have audited the accompanying consolidated balance sheets of Global
Industries, Ltd. and subsidiaries as of March 31, 1996 and 1995, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the three years in the period ended March 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Global Industries, Ltd. and
subsidiaries at March 31, 1996 and 1995, and the results of their operations
and their cash flows for each of the three years in the period ended March 31,
1996, in conformity with generally accepted accounting principles.

As discussed in Note 4 to the consolidated financial statements, the Company
changed its method of accounting for income taxes in 1994.

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
May 31, 1996, except as to Note 1 as to
which the date is August 7, 1996

F-2
<PAGE> 44
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
March 31,
-------------------------------
1996 1995
------------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,430 $ 3,564
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 45,840
Escrowed funds, Pioneer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . 16,189 4,567
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,610 12,531
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . 3,825 1,058
------------- --------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . 65,054 67,560
------------- --------------
ESCROWED FUNDS, Pioneer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . 4,768 16,888
PROPERTY AND EQUIPMENT, net (Notes 2, 3 and 6) . . . . . . . . . . . . . . . . . 126,295 72,605
OTHER ASSETS:
Deferred charges, net (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . 5,453 1,334
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 956 1,841
------------- --------------
Total other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,409 3,175
------------- --------------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 202,526 $ 160,228
============= ==============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Current maturities of long-term debt (Note 3) . . . . . . . . . . . . . . . . $ 1,048 $ 630
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,364 4,670
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,020 3,077
Accrued profit-sharing (Note 5) . . . . . . . . . . . . . . . . . . . . . . . 3,465 2,712
Insurance payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,893 1,914
------------- --------------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . 30,790 13,003
------------- --------------
LONG-TERM DEBT (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,144 22,192
------------- --------------
DEFERRED INCOME TAXES (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . 14,898 10,972
------------- --------------
COMMITMENTS AND CONTINGENCIES (Note 6)
SHAREHOLDERS' EQUITY (NOTE 7):
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- --
Common stock, issued and outstanding, 37,872,078 shares
in 1996 and 37,780,036 shares in 1995 . . . . . . . . . . . . . . . . . . . 379 379
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . 58,806 58,166
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,509 55,516
------------- --------------
Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . 135,694 114,061
------------- --------------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 202,526 $ 160,228
============= ==============
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE> 45
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
Year Ended March 31,
-------------------------------------------------
1996 1995 1994
-------------- ------------- --------------
<S> <C> <C> <C>
Contract Revenues (Note 8) . . . . . . . . . . . . . . . . . . . $ 148,376 $ 122,704 $ 80,646
Cost of Contract Revenues . . . . . . . . . . . . . . . . . . . . 107,361 84,632 56,419
-------------- ------------- --------------
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . 41,015 38,072 24,227
Selling, General and Administrative Expenses . . . . . . . . . . 12,233 9,549 8,334
-------------- ------------- --------------
Operating Income . . . . . . . . . . . . . . . . . . . . . . . . 28,782 28,523 15,893
-------------- ------------- --------------
Other Income (Expense):
Interest Expense . . . . . . . . . . . . . . . . . . . . . . . (170) (183) (211)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,516 2,383 722
-------------- ------------- --------------
1,346 2,200 511
-------------- ------------- --------------
Income before Income Taxes and Cumulative
Effect of Accounting Change . . . . . . . . . . . . . . . . . 30,128 30,723 16,404
Provision for Income Taxes (Note 4) . . . . . . . . . . . . . . . 9,135 11,368 6,069
-------------- ------------- --------------
Income before Cumulative Effect of Accounting Change . . . . . . 20,993 19,355 10,335
Cumulative Effect of Accounting Change for Income
Taxes (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . -- -- 400
-------------- ------------- --------------
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,993 $ 19,355 $ 10,735
============== ============= ==============
Net Income Per Share (Note 1) . . . . . . . . . . . . . . . . . . $ .54 $ .53 $ .34
============== ============= ==============
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 46
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Common Stock Additional
---------------------------- Paid-in Retained
Shares Amount Capital Earnings Total
---------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
BALANCE AT APRIL 1, 1993 . . . . . . . . 30,901,000 $ 309 $ 26,565 $ 25,479 $ 52,353
Net income . . . . . . . . . . . . . . . -- -- -- 10,735 10,735
Amortization of unearned stock
compensation . . . . . . . . . . . . . -- -- 517 -- 517
Restricted stock forfeitures, net . . . . (42,500) -- -- -- --
Non-employee director awards . . . . . . 2,400 -- 13 -- 13
---------- ------------- ------------ ------------ -------------

BALANCE AT MARCH 31, 1994 . . . . . . . . 30,860,900 309 27,095 36,214 63,618

Net income . . . . . . . . . . . . . . . -- -- -- 19,355 19,355
Amortization of unearned stock
compensation . . . . . . . . . . . . . -- -- 324 -- 324
Restricted stock forfeitures, net . . . . (19,800) -- -- -- --
Non-employee director awards . . . . . . 2,400 -- 13 -- 13
Issuance of stock option awards . . . . . -- -- 117 -- 117
Unearned stock compensation . . . . . . . -- -- (117) -- (117)
Exercise of stock options . . . . . . . . 36,536 -- 113 -- 113
Sale of common stock, net of
underwriting discounts and
commissions of $1,967 . . . . . . . . . 6,900,000 70 30,791 (53) 30,808
Offering costs associated with sale
of common stock . . . . . . . . . . . . -- -- (170) -- (170)
---------- ------------- ------------ ------------ -------------

BALANCE AT MARCH 31, 1995 . . . . . . . . 37,780,036 379 58,166 55,516 114,061
Net income . . . . . . . . . . . . . . . -- -- -- 20,993 20,993
Amortization of unearned stock
compensation . . . . . . . . . . . . . -- -- 318 -- 318
Restricted stock issues, net . . . . . . 532 -- -- -- --
Non-employee director awards . . . . . . 4,000 -- 20 -- 20
Issuance of stock option awards . . . . . -- -- 71 -- 71
Unearned stock compensation . . . . . . . -- -- (71) -- (71)
Exercise of stock options . . . . . . . . 87,510 -- 302 -- 302
---------- ------------- ------------ ------------ -------------
BALANCE AT MARCH 31, 1996 . . . . . . . . 37,872,078 $ 379 $ 58,806 $ 76,509 $ 135,694
========== ============= ============ ============ =============
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE> 47
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
Year Ended March 31,
-------------------------------------
1996 1995 1994
----------- ----------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,993 $ 19,355 $ 10,735
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . 11,422 7,808 4,951
(Gain) loss on sale of property and equipment . . . . . . . . . . 66 (731) (93)
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . 3,926 5,080 2,340
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 -- --
Changes in operating assets and liabilities:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . (27,079) (2,568) 299

Prepaid expenses and other . . . . . . . . . . . . . . . . . . (2,767) 338 (204)
Accounts payable and accrued liabilities . . . . . . . . . . . 16,616 1,821 3,337
Accrued profit-sharing . . . . . . . . . . . . . . . . . . . . 753 1,852 860
----------- ----------- ------------
Net cash provided by operating activities . . . . . . . . . 23,951 32,955 22,225
----------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Short-term investments, net . . . . . . . . . . . . . . . . . . . . 45,840 (26,003) (7,917)
Proceeds from sale of equipment . . . . . . . . . . . . . . . . . . 323 1,154 290
Increase in escrowed funds . . . . . . . . . . . . . . . . . . . . . 498 (21,455) --
Additions to property and equipment . . . . . . . . . . . . . . . . (63,758) (33,700) (17,198)
Additions to deferred charges . . . . . . . . . . . . . . . . . . . (5,524) (655) (1,385)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 864 (886) (640)
----------- ----------- ------------
Net cash used in investing activities . . . . . . . . . . . (21,757) (81,545) (26,850)
----------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . (630) (212) (212)
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . 0 20,852 --
Proceeds from sale of common stock, net . . . . . . . . . . . . . . 302 30,638 --
----------- ----------- ------------
Net cash provided by (used in) financing activities . . . . (328) 51,278 (212)
----------- ----------- ------------
CASH:
Increase (decrease) . . . . . . . . . . . . . . . . . . . . . . . . 1,866 2,688 (4,837)
Beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . 3,564 876 5,713
----------- ----------- ------------
End of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,430 $ 3,564 $ 876
=========== =========== ============
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE> 48
GLOBAL INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION -- Global Industries, Ltd. (the
"Company") provides construction services, including pipeline construction,
platform installation and removal and diving services, primarily to the
offshore oil and gas industry in the United States Gulf of Mexico and
commencing in fiscal 1996 offshore West Africa. Most work is performed on a
fixed-price basis, but the Company also performs services on a cost-plus or
day-rate basis, or on a combination of such bases. The Company's contracts are
typically of short duration, being completed in one to five months.

PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements
include the accounts of the Company and its wholly owned subsidiaries. All
significant intercompany balances and transactions have been eliminated.

CASH -- Cash includes cash on hand, and demand deposits and money market
funds with banks.

SHORT-TERM INVESTMENTS -- The Company invests available cash in U.S.
Treasury Bills with maturities of less than one year and classifies these
investments as securities held to maturity. At March 31, 1995, the Company
held U.S. Treasury Bills with aggregate cost plus accretion of discount of
$45.8 million, which approximated market value.

ESCROWED FUNDS, PIONEER -- Escrowed funds include net proceeds of $20.9
million realized from sale of U.S. Government Guaranteed Financing Bonds on
September 27, 1994, which were deposited into an escrow account with MARAD and
invested in U.S. Treasury Bills. The deposit plus undistributed interest
earned at March 31, 1996 and 1995 amounted to $21.0 million and $21.5 million
respectively, which approximates market value of the U.S. Treasury Bills. The
escrowed funds will become available to reimburse the Company for a portion of
the cash invested in constructing the Pioneer upon completion of the vessel.
At March 31, 1996 and 1995, the Company estimated that $16.2 million and $4.6
million respectively, of the cash invested in constructing the Pioneer will be
reimbursed from the escrowed funds upon completion of the vessel.

PROPERTY AND EQUIPMENT -- Property and equipment is generally stated at
cost. Expenditures for property and equipment and items which substantially
increase the useful lives of existing assets are capitalized at cost and
depreciated. Routine expenditures for repairs and maintenance are expensed as
incurred. Except for certain barges which are depreciated on the
units-of-production method over estimated barge operating days, depreciation is
provided utilizing the straight-line method over the estimated useful lives of
the assets. Amortization of leasehold improvements is provided utilizing the
straight-line method over the estimated useful lives of the assets or the lives
of the leases, whichever is shorter. Leasehold improvements relating to leases
from the Company's principal shareholder are amortized over their expected
useful lives (and beyond the term of lease) because it is expected that the
leases will be renewed.

The periods used in determining straight-line depreciation and amortization
follow:

<TABLE>
<S> <C>
Marine barges, vessels and related equipment . . . . . 10-20 years
Machinery and equipment . . . . . . . . . . . . . . . . 5-12 years
Furniture and fixtures . . . . . . . . . . . . . . . . 5-12 years
Buildings . . . . . . . . . . . . . . . . . . . . . . . 15-30 years
Leasehold improvements . . . . . . . . . . . . . . . . 5-15 years
</TABLE>

Depreciation and amortization expense of property and equipment
approximated $9.7 million, $6.5 million and $3.8 million for the three years
ended March 31, 1996, respectively.

DEFERRED CHARGES -- Deferred charges consist principally of drydocking
costs which are capitalized at cost and amortized on the straight-line method
through the date of the next scheduled drydocking.

F-7
<PAGE> 49
GLOBAL INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Amortization expense approximated $1.4 million, $0.9 million and $0.6 million
for the three years ended March 31, 1996, respectively.

CONTRACTS IN PROGRESS AND REVENUE RECOGNITION -- Revenues from construction
contracts, which are typically of short duration, are recognized on the
percentage-of-completion method, measured by relating the actual cost of work
performed to date to the current estimated total cost of the respective
contract. Contract costs include all direct material and labor costs and those
indirect costs related to contract performance, such as indirect labor,
supplies and repairs. Provisions for estimated losses, if any, on uncompleted
contracts are made in the period in which such losses are determined. Selling,
general and administrative costs are charged to expense as incurred.

FAIR VALUE OF FINANCIAL INSTRUMENTS -- The carrying value of the Company's
financial instruments, including cash, short- term investments, receivables,
payables, and certain accrued liabilities approximate fair market value due to
their short-term nature. The fair value of the Company's long-term debt at
March 31, 1996 and 1995, based upon available market information, approximated
$23.0 million and $22.7 million, respectively.

CONCENTRATION OF CREDIT RISK -- The Company's customers are primarily major
oil companies, independent oil and gas producers, and transportation companies
operating in the Gulf of Mexico and offshore West Africa. The Company performs
ongoing credit evaluation of its customers and requires posting of collateral
when deemed appropriate. The Company provides allowances for possible credit
losses when necessary.

NET INCOME PER SHARE -- Net income per share is computed by dividing net
income by the weighted average number of common shares outstanding adjusted to
give effect to the assumed exercise of dilutive stock options less the number
of treasury shares assumed to be purchased from the proceeds. The weighted
average number of common shares outstanding has been adjusted to give
retroactive effect to the two-for-one common stock splits which became
effective on January 24, 1996 and August 7, 1996. The weighted average number
of shares used in the computation was 38,534,156 for 1996, 35,935,424 for 1995
and 31,165,860 for 1994.

USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to 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 revenues and expenses
during the reporting period. Actual results could differ from those estimates.

RECLASSIFICATIONS -- Certain reclassifications of prior year amounts have
been made to conform to the current year presentation. These reclassifications
have no impact on net income.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS -- During March 1995, the
Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed of" ("SFAS No. 121"). SFAS No.
121 establishes accounting standards for recording the impairment of long-lived
assets, certain identifiable intangibles, goodwill, and assets to be disposed
of. The Company is required to adopt SFAS No. 121 effective for fiscal 1997.
Management believes that the implementation of SFAS No. 121 will not have a
material impact on the Company's consolidated financial statements.

F-8
<PAGE> 50
GLOBAL INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

by APB Opinion No. 25 and also allowed by SFAS No. 123 will continue to be used
for the measurement and recognition of stock- based compensation plans.

2. PROPERTY AND EQUIPMENT

Property and equipment at March 31, 1996 and 1995 is summarized as follows:

<TABLE>
<CAPTION>
Fiscal
----------------------
1996 1995
---------- ---------
(in thousands)
<S> <C> <C>
Marine barges and vessels . . . . . . . . . . . . . . $ 98,105 $ 67,305
Machinery and equipment . . . . . . . . . . . . . . . 17,796 13,052
Transportation equipment . . . . . . . . . . . . . . 2,305 2,125
Furniture and fixtures . . . . . . . . . . . . . . . 2,109 1,548
Buildings and leasehold improvements . . . . . . . . 3,763 3,724
Land . . . . . . . . . . . . . . . . . . . . . . . . 980 967
Construction in progress . . . . . . . . . . . . . . 39,522 13,433
---------- ---------
164,580 102,154
Less accumulated depreciation and amortization . . . (38,285) (29,549)
---------- ---------
Property and equipment -- net . . . . . . . $ 126,295 $ 72,605
========== =========
</TABLE>

3. FINANCING ARRANGEMENTS

Long-term debt at March 31, 1996 and 1995, consisted of the following:

<TABLE>
<CAPTION>
Fiscal
--------------------
1996 1995
-------- --------
(in thousands)
<S> <C> <C>
United States Government Guaranteed Ship Financing Bonds,
1978 Series dated December 1, 1978, payable in 50 semi-
annual installments of $28,000 plus interest at 9.15%,
maturing July 1, 2003, collateralized by a fully depreciated
marine vessel and related equipment . . . . . . . . . . . . . . . . $ 448 $ 504
United States Government Guaranteed Ship Financing Bonds,
1981 Series dated December 15, 1981, payable in 47 semi-
annual installments of $78,000 with final installment of
$46,000, plus interest at 8.75%, maturing December 15,
2005, collateralized by a fully depreciated marine vessel
and related equipment . . . . . . . . . . . . . . . . . . . . . . . 1,310 1,466
United States Government Guaranteed Ship Financing Bonds,
1994 Series dated September 27, 1994, payable in 49 semi-
annual installments, commencing as of January 15, 1996,
of $418,000 with final installment of $370,000, plus interest
at 8.30%, maturing July 15, 2020, collateralized by escrowed
funds and the Pioneer vessel under construction and
related equipment with a net book value of $20.6 million at
March 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,434 20,852
-------- --------
22,192 22,822
Less current maturities . . . . . . . . . . . . . . . . . . . . . . . . . 1,048 630
-------- --------
Long-term debt, less current maturities . . . . . . . . . . . . . . . . . $ 21,144 $ 22,192
======== ========
</TABLE>

F-9
<PAGE> 51
GLOBAL INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Annual maturities of long-term debt for each of the five fiscal years
following March 31, 1996, and in total thereafter follow (in thousands):

<TABLE>
<S> <C>
1997 . . . . . . . . . . . . . . . . . . . . . . . $ 1,048
1998 . . . . . . . . . . . . . . . . . . . . . . . 1,048
1999 . . . . . . . . . . . . . . . . . . . . . . . 1,048
2000 . . . . . . . . . . . . . . . . . . . . . . . 1,048
2001 . . . . . . . . . . . . . . . . . . . . . . . 1,048
Thereafter . . . . . . . . . . . . . . . . . . . . 16,952
-----------
Total . . . . . . . . . . . . . . . . . . $ 22,192
===========
</TABLE>

In accordance with the United States Government Guaranteed Ship Financing
Bond agreements, the Company is required to comply with certain covenants,
including the maintenance of minimum working capital and net worth
requirements, which if not met, result in additional covenants including
restrictions on the payment of dividends.

Effective February 16, 1996, the Company obtained a $50.0 million Revolving
Line of Credit Agreement ("Loan Agreement') with a commercial bank to replace
its previous credit facility. The Loan Agreement allows for a maximum draw at
any one time of $25.0 million for general corporate purposes and $40.0 million
for construction or renovation of vessels, provided that the aggregate
outstanding principal amount shall never exceed $50.0 million. The revolving
credit facility of the Loan Agreement is available until January 1, 1998, at
which time the amount then outstanding becomes due and payable. Interest
accrues at the LIBOR Rate plus 1.8 % (7.14375% at March 31, 1996) and is
payable monthly. Continuing access to the Revolving Line of Credit is
conditioned upon the Company remaining in compliance with the covenants of the
Loan Agreement, including the maintenance of certain financial ratios. At
March 31, 1996, no amounts were outstanding under the Loan Agreement and the
Company was in compliance with the covenants contained therein.

During fiscal 1995 the Company entered into a $20.0 million Revolving
Credit Agreement with a commercial bank, which was not utilized.

4. INCOME TAXES

The Company adopted SFAS No. 109, Accounting for Income Taxes effective
April 1, 1993. The cumulative effect on prior years of adopting SFAS No. 109
was to increase net income by $400,000 ($0.01 per share) for the fiscal year
ended March 31, 1994.

The Company has provided for income taxes as follows:

<TABLE>
<CAPTION>
March 31,
--------------------------
1996 1995 1994
------- -------- -------
(in thousands)
<S> <C> <C> <C>
U.S. Federal and State:
Current . . . . . . . . . $ 3,309 $ 6,288 $ 3,329
Deferred . . . . . . . . . 3,926 5,080 2,740
Foreign:
Current . . . . . . . . . 1,900 -- --
------- -------- -------
Total . . . . . . $ 9,135 $ 11,368 $ 6,069
======= ======== =======
</TABLE>

State income taxes included above are not significant for any of the years
presented.

F-10
<PAGE> 52
GLOBAL INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Income before income taxes consisted of the following:

<TABLE>
<CAPTION>
March 31,
----------------------------
1996 1995 1994
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
United States . . . . . . . . . . $ 18,847 $ 30,723 $ 16,404
Foreign . . . . . . . . . . . . . 11,281 -- --
-------- -------- --------
Total . . . . . . . $ 30,128 $ 30,723 $ 16,404
======== ======== ========
</TABLE>

The provision for income taxes varies from the Federal statutory income tax
rate due to the following:

<TABLE>
<CAPTION>
March 31,
--------------------------
1996 1995 1994
------- ------- -------
(in thousands)
<S> <C> <C> <C>
Taxes at Federal statutory rate of 35% . . . $10,545 $10,753 $ 5,741
Foreign income taxes at different rates . . . (2,048) -- --
Other . . . . . . . . . . . . . . . . . . . . 638 615 328
------- ------- -------
Total . . . . . . . . . . . . . $ 9,135 $11,368 $ 6,069
======= ======= =======
</TABLE>

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The tax effects of
significant items comprising the Company's net deferred tax balance as of March
31, 1996 and 1995, are as follows:

<TABLE>
<CAPTION>
Fiscal
-------------------
1996 1995
-------- --------
(in thousands)
<S> <C> <C>
Deferred Tax Liabilities:
Excess book over tax basis of property . . . $ 16,655 $ 16,218
Deferred charges . . . . . . . . . . . . . . 372 429
Other . . . . . . . . . . . . . . . . . . . 111 66

Deferred Tax Assets:
Reserves not currently deductible . . . . . (1,399) (1,079)
Tax credit carryforwards . . . . . . . . . . (841) (4,662)
-------- --------
Net deferred tax liability . . . . . . . . . . . $ 14,898 $ 10,972
======== ========
</TABLE>

During fiscal year 1994, the Company entered into a Capital
Construction Fund Agreement with the United States of America, represented by
the Secretary of Transportation, acting through the Maritime Administrator.
Under the agreement, the Company may deposit funds based on qualifying taxable
income in the Capital Construction Fund Account ("CCFA") established under this
agreement, and withdraw from the CCFA to fund qualifying expenditures on
qualified vessels owned by the Company. Under current income tax rules
qualifying deposits are deductible in determining federal income taxes payable
and qualifying withdrawals reduce the Company's taxable basis in the applicable
assets. During fiscal years 1996 and 1995, the Company deposited $2.9 million
and $24.5 million, respectively, into the CCFA and made qualifying withdrawals
of $2.9 million and $24.5 million, respectively.

5. EMPLOYEE BENEFITS

The Company sponsors a defined contribution profit-sharing and 401(k) plan
that covers all employees who meet certain eligibility requirements. Company
contributions to the plan are made at the discretion of the Board of Directors
and may not exceed 15% of the annual compensation of each participant.
Retirement plan

F-11
<PAGE> 53
GLOBAL INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

expense was $1.6 million, $1.4 million and $1.0 million, respectively, for the
three fiscal years ended March 31, 1996.

In addition, the Company has an incentive compensation plan which rewards
employees when the Company's financial results meet or exceed budgets. For
fiscal 1996 and 1995 the Company recorded incentive compensation expense of
$2.0 million (distributable to 839 employees) and $2.4 million (distributed to
716 employees), respectively. No incentive compensation expense was recorded
in fiscal 1994.

6. COMMITMENTS AND CONTINGENCIES

LEASES -- The Company leases real property and equipment in the normal
course of business under varying operating leases, including leases with its
principal shareholder. Rent expense for the years ended March 31, 1996, 1995
and 1994, was $660,000, $448,000 and $395,000, respectively, (of which $47,000,
$40,000 and $43,000, respectively, was related party rental expense). The
lease agreements, which include both non-cancelable and month-to-month terms,
generally provide for fixed monthly rentals and, for certain real estate
leases, renewal and purchase options.

Minimum rental commitments under leases having an initial or remaining
non-cancelable term in excess of one year for each of the five years following
March 31, 1996 and in total thereafter follow (in thousands):

<TABLE>
<S> <C>
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . $ 665
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . 663
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . 720
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . 623
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . 601
Thereafter . . . . . . . . . . . . . . . . . . . . . . . 1,008
----------
Total . . . . . . . . . . . . . . . . . . . . . $ 4,280
==========
</TABLE>

The Company holds an option to purchase the property which accounts for
approximately 40% of the total lease commitments.

LITIGATION -- The Company is a party in legal proceedings and potential
claims arising in the ordinary course of its business. Management does not
believe these matters will materially effect the Company's consolidated
financial statements.

On December 14, 1995, a shipyard filed suit against the Company seeking
$8.2 million in additional costs believed by it to be owed because of change
orders during construction of the Pioneer, and $5.0 million for disruption,
acceleration, and delay damages. The Company does not believe that the
shipyard's claims are valid and intends to vigorously defend the suit and
recover all amounts which it is legally entitled to recover. Management does
not believe that the ultimate resolution of the claims will have a material
adverse impact on the Company's consolidated financial statements.

CONSTRUCTION AND PURCHASES IN PROGRESS -- The Company estimates that the
cost to complete capital expenditure projects in progress at March 31, 1996
approximated $25.4 million, primarily for completion of the Pioneer and
construction of two liftboats, a launch barge and a cargo barge.

7. SHAREHOLDERS' EQUITY

AUTHORIZED STOCK -- The Company has authorized 5,000,000 shares of $0.01
par value Preferred Stock and 25,000,000 shares of $0.01 par value Common
Stock.

RESTRICTED STOCK AWARDS -- The Company's Restricted Stock Plan provides for
awards of shares of restricted stock to employees approved by a committee of
the Board of Directors. As of March 31, 1996, 1995 and 1994, 356,000 shares of
Common Stock, adjusted for the two-for-one common stock splits during

F-12
<PAGE> 54
GLOBAL INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

January 1996 and August 1996, have been reserved for issuance under the plan,
of which 205,476. 293,700 and 313,500 have been granted and are outstanding at
March 31, 1996, 1995 and 1994, respectively. Shares granted under the plan
vest 33 1/3% on the third, fourth and fifth anniversary date of grant. During
February 1996, 286 employees vested in 84,356 shares of Restricted Stock. At
March 31, 1996, the restricted stock awards were held by approximately 292
employees.

The fair market value of shares awarded under the plan has been recorded as
unearned stock compensation and is included in the accompanying financial
statements as a charge against Additional Paid-in Capital. The unearned stock
compensation is being amortized to operations over the vesting period of the
awards and amounted to approximately $228,000, $214,000 and $329,000 for fiscal
1996, 1995 and 1994, respectively.

STOCK OPTION PLAN -- The 1992 Stock Option Plan provides for grants of
incentive and nonqualified options to employees approved by a committee of the
Board of Directors. The number and exercise price of options granted is
determined by the committee; provided, however, that (1) the exercise price of
an incentive option may not be less than the fair market value of the shares
subject to the option on the date of grant, and (2) the exercise price of a
nonqualified option may not be less than 85% of the fair market value of the
shares subject to option on the date of grant. Options granted under the plan
have a maximum term of ten years and are exercisable, subject to continued
employment, under terms and conditions set forth by the committee. The number
of shares authorized for issuance under the plan was increased from 2,000,000
shares to 3,600,000 shares during fiscal 1996. Changes in options outstanding
under the Company's Plan were as follows:

<TABLE>
<CAPTION>
At 85% of Market At Market
----------------------------- ------------------------------
Average Average
Shares Price Shares Price
------------ ------------- ------------- -------------
<S> <C> <C> <C> <C>
Outstanding on April 1, 1993 . . . . . . . 712,000 $ 3.08 100,000 $ 3.63
Granted . . . . . . . . . . . . . . . . . . 4,000 4.44 557,600 3.55
Surrendered . . . . . . . . . . . . . . . . (21,960) (3.08) -- --
------------ ------------- ------------- -------------
Outstanding on March 31, 1994 . . . . . . . 694,040 3.09 657,600 3.56
Granted . . . . . . . . . . . . . . . . . . 142,800 4.52 626,800 4.92
Surrendered . . . . . . . . . . . . . . . . (29,720) (3.46) (330,800) (3.51)
Exercised . . . . . . . . . . . . . . . . . (36,536) (3.08) -- --
------------ ------------- ------------- -------------
Outstanding on March 31, 1995 . . . . . . . 770,584 3.34 953,600 4.47
Granted . . . . . . . . . . . . . . . . . . 92,000 4.39 682,000 6.39
Surrendered . . . . . . . . . . . . . . . . (49,868) (3.51) (86,000) (4.92)
Exercised . . . . . . . . . . . . . . . . . (64,310) (3.08) (23,200) (4.46)
------------ ------------- ------------- -------------
Outstanding on March 31, 1996 . . . . . . . 748,406 $ 3.48 1,526,400 $ 5.31
============ ============= ============= =============
Exercisable at March 31, 1996 . . . . . . . 426,224 $ 3.17 256,480 $ 4.17
============ ============= ============= =============
</TABLE>

The $3.31 option grants vests 25% on the first four anniversary dates after
the grants. All other options vest 20% on the first five anniversary dates
after the grants. At March 31, 1996, options to purchase Common Stock were
held by approximately 343 employees.

The excess of the fair market value of shares subject to options granted
under the plan has been recorded as unearned stock compensation and is included
in the accompanying financial statements as a charge against Additional Paid-in
Capital. The unearned stock compensation is being amortized to operations over
the vesting period of the options and amounted to approximately $110,000,
$98,000 and $188,000 for fiscal 1996, 1995 and 1994, respectively.

UNEARNED STOCK COMPENSATION -- The balance of Unearned Stock Compensation
to be amortized in future periods was $422,000, $655,000 and $950,000 at March
31, 1996, 1995 and 1994, respectively.

F-13
<PAGE> 55
GLOBAL INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NON-EMPLOYEE DIRECTOR STOCK PLAN -- The Non-Employee Director Stock Plan
provides that each director of the Company who is not an employee shall
automatically receive 2,000 shares of Common Stock on August 1 of each year,
subject to an annual limitation that the aggregate fair market value of shares
transferred may not exceed 75% of such director's cash compensation for
services rendered with respect to the immediately preceding twelve-month
period. The annual award was raised from 1,200 shares to 2,000 shares at the
1995 Annual Meeting. The plan specifies that a maximum of 40,000 shares of
Common Stock may be issued under the plan. As of March 31, 1996 and 1995,
8,800 and 2,400 shares, respectively, have been awarded under the plan.
Non-employee director stock compensation expense was $20,000, $13,000 and
$13,000 for fiscal years 1996, 1995 and 1994, respectively.

1995 EMPLOYEE STOCK PURCHASE PLAN -- Effective April 1, 1995, the Company
adopted the Global Industries, Ltd. 1995 Employee Stock Purchase Plan
("Purchase Plan") which provides a method whereby substantially all employees
may voluntarily purchase a maximum of 1,200,000 shares of Common Stock of the
Company on favorable terms. Under the Purchase Plan, eligible employees may
authorize payroll deductions during a twelve-month period ("Option Period"),
which deductions are used at the end of the Option Period to acquire shares of
Common Stock at 85% of the fair market value of the Common Stock on the first
or last day of the Option Period, whichever is lower. For the year ended March
31, 1996, 145 employees purchased 100,038 shares at an average cost of $4.73
per share.

8. MAJOR CUSTOMERS

Sales to various customers for the years ended March 31, 1996, 1995 and
1994, which amount to 10% or more of the Company's revenues, follow (dollars in
thousands):

<TABLE>
<CAPTION>
Fiscal
-------------------------------------------------------------
1996 1995 1994
---------------- ----------------- ----------------
Amount % Amount % Amount %
-------- --- -------- --- -------- ---
<S> <C> <C> <C> <C> <C> <C>
Customer A . . . . . . . . $ 18,084 15%
Customer B . . . . . . . . $ 17,508 12% 18,724 15 $ 9,784 12%
</TABLE>

9. INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates primarily in the offshore oil and gas construction
industry. Geographic information relating to the Company's operations follows:

<TABLE>
<CAPTION>
Fiscal
1996
(in thousands)
<S> <C>
Contract Revenues:
Domestic . . . . . . . . . . . . . . . . . . . . . $ 114,807
West Africa . . . . . . . . . . . . . . . . . . . 33,569
--------------
Total . . . . . . . . . . . . . . . . . . $ 148,376
==============
Operating Income:
Domestic . . . . . . . . . . . . . . . . . . . . . $ 17,547
West Africa . . . . . . . . . . . . . . . . . . . 11,235
--------------
Total . . . . . . . . . . . . . . . . . . $ 28,782
==============
Identifiable Assets:

Domestic . . . . . . . . . . . . . . . . . . . . . $ 160,729
West Africa . . . . . . . . . . . . . . . . . . . 36,367
Corporate . . . . . . . . . . . . . . . . . . . . 5,430
--------------
Total . . . . . . . . . . . . . . . . . . $ 202,526
==============
</TABLE>

F-14
<PAGE> 56
GLOBAL INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Supplemental cash flow information for the three years ended March 31, 1996
follows:

<TABLE>
<CAPTION>
Fiscal
-----------------------------
1996 1995 1994
------- ------- -------
(in thousands)
<S> <C> <C> <C>
Cash Paid For:
Interest . . . . . . . . . . . . . $ 1,560 $ 451 $ 207
Income Taxes . . . . . . . . . . . 5,615 5,892 2,969
</TABLE>

11. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The offshore marine construction industry in the Gulf of Mexico is highly
seasonal as a result of weather conditions and the timing of capital
expenditures by oil and gas companies. Historically, a substantial portion of
the Company's services has been performed during the period from June through
November. As a result, historically a disproportionate portion of the
Company's contract revenues and net income is earned during the second (July
through September) and third (October through December) quarters of its fiscal
year. The following is a summary of consolidated quarterly financial
information for fiscal 1996 and 1995:

<TABLE>
<CAPTION>
Quarter Ended
------------------------------------------------------------
June 30, September 30, December 31, March 31,
--------- ------------- ------------ ---------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
FISCAL 1996:
Contract revenues . . . . . $ 31,795 $ 45,362 $ 32,431 $ 38,788
Gross profit . . . . . . . . 8,722 15,541 9,226 7,526
Net income . . . . . . . . . 4,130 8,198 4,275 4,390
Net income per share . . . . 0.11 0.21 0.11 0.11

FISCAL 1995:
Contract revenues . . . . . $ 29,462 $ 43,642 $ 36,475 $ 13,125
Gross profit . . . . . . . . 8,980 16,811 11,422 859
Net income . . . . . . . . . 4,240 8,967 5,963 185
Net income per share . . . . 0.13 0.24 0.15 0.01
</TABLE>

12. EVENTS SUBSEQUENT TO BALANCE SHEET DATE (UNAUDITED)

On December 23, 1996, Global acquired from J. Ray McDermott, S.A. a 49%
interest in CCC Fabricaciones y Construcciones, S.A. de C.V. ("CCC"), a leading
provider of offshore construction services in Mexico as well as a 400-foot
combination pipelay derrick barge, the DB-21, a crawler crane, a saturation
diving system and approximately 21 acres of land located adjacent to Global's
facility in New Iberia, Louisiana. In addition, Global acquired an option to
purchase for $12.0 million the DB-15, a 400-foot combination pipelay derrick
barge currently chartered to CCC. The total purchase price for the assets
(including the exercise price of the option to purchase the DB-15) is $38.0
million. In connection with the acquisition, Global has agreed to lend
approximately $23.0 million to CCC to repay $15.0 million of existing
indebtedness and for working capital needs. The Company's investment in CCC
will be accounted for under the equity method.

F-15
<PAGE> 57
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
September 30, March 31,
1996 1996
------------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,337 $ 5,430
Escrowed funds, bond proceeds . . . . . . . . . . . . 32,302 16,189
Receivables . . . . . . . . . . . . . . . . . . . . . 54,782 39,610
Prepaid expenses and other . . . . . . . . . . . . . . 3,041 3,825
-------- ---------
Total current assets . . . . . . . . . . . . . . 96,462 65,054
-------- ---------
ESCROWED FUNDS, Bond Proceeds . . . . . . . . . . . . . . 9,190 4,768
PROPERTY AND EQUIPMENT, net . . . . . . . . . . . . . . . 158,228 126,295
OTHER ASSETS:
Deferred charges, net . . . . . . . . . . . . . . . . 8,007 5,453
Other . . . . . . . . . . . . . . . . . . . . . . . . 3,000 956
-------- ---------
Total other assets . . . . . . . . . . . . . . . 11,007 6,409
-------- ---------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . $274,887 $ 202,526
======== =========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Current maturities of long-term debt . . . . . . . . . $ 2,260 $ 1,048
Accounts payable . . . . . . . . . . . . . . . . . . . 28,938 19,364
Accrued liabilities . . . . . . . . . . . . . . . . . 7,312 4,020
Accrued profit-sharing . . . . . . . . . . . . . . . . 4,875 3,465
Insurance payable . . . . . . . . . . . . . . . . . . 2,837 2,893
-------- ---------
Total current liabilities . . . . . . . . . . . . 46,222 30,790
-------- ---------
LONG-TERM DEBT . . . . . . . . . . . . . . . . . . . . . 54,962 21,144
-------- ---------
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . 17,898 14,898
-------- ---------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Preferred stock . . . . . . . . . . . . . . . . . . . -- --
Common stock, issued and outstanding, 38,123,528
and 37,872,078 shares . . . . . . . . . . . . . . . 381 379
Additional paid-in capital . . . . . . . . . . . . . . 59,754 58,806
Retained earnings . . . . . . . . . . . . . . . . . . 95,670 76,509
-------- ---------
Total shareholders' equity . . . . . . . . . . . 155,805 135,694
-------- ---------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . $274,887 $ 202,526
======== =========
</TABLE>

See notes to consolidated financial statements.

F-16
<PAGE> 58
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
Six Months Ended
September 30,
---------------------------
1996 1995
------------ ------------
<S> <C> <C>
Contract Revenues . . . . . . . . . . . . . . . . . . . $ 122,763 77,157
Cost of Contract Revenues . . . . . . . . . . . . . . . 88,626 52,894
------------ ------------
Gross Profit . . . . . . . . . . . . . . . . . . . . . 34,137 24,263
Selling, General and Administrative
Expenses . . . . . . . . . . . . . . . . . . . . . . . 6,564 5,801
------------ ------------
Operating Income . . . . . . . . . . . . . . . . . . . 27,573 18,462
----------------------------
Other Income (Expense):
Interest Expense . . . . . . . . . . . . . . . . . . (453) (87)
Other . . . . . . . . . . . . . . . . . . . . . . . 206 1,194
------------ ------------
(247) 1,107
------------ ------------
Income before Income Taxes . . . . . . . . . . . . . . 27,326 19,569
Provision for Income Taxes . . . . . . . . . . . . . . 8,166 7,241
------------ ------------
Net Income . . . . . . . . . . . . . . . . . . . . . . $ 19,160 $ 12,328
============ ============
Weighted Average Common Shares
Outstanding . . . . . . . . . . . . . . . . . . . . . 39,476,000 38,348,000
============ ============
Net Income Per Share . . . . . . . . . . . . . . . . . $ .49 $ .32
============ ============
</TABLE>

See notes to consolidated financial statements.

F-17
<PAGE> 59
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
Six Months Ended September 30,
-------------------------------
1996 1995
------------ -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19,160 $ 12,328
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . 8,233 5,530
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . 3,000 1,700
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 --
Changes in operating assets and liabilities (net of acquisition):
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,820) (27,962)
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . 1,382 (3,790)

Accounts payable and accrued liabilities . . . . . . . . . . . . 8,867 11,244
------------ -------------
Net cash provided by (used in) operating activities . . . . . 29,834 (950)
------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment . . . . . . . . . . . . . . . . . (31,309) (20,318)
Escrowed funds, bond proceeds . . . . . . . . . . . . . . . . . . . . (20,535) 301
Acquisition of business, net of cash acquired . . . . . . . . . . . . (5,981) --
Additions to deferred charges . . . . . . . . . . . . . . . . . . . . (4,170) (235)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 276
------------ -------------
Net cash (used in) investing activities . . . . . . . . . . . (61,904) (19,976)
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of employee stock options 833 125
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . 33,328 --
Repayment of long-term debt (1,184) (106)
------------ -------------
Net cash provided by financing activities . . . . . . . . . . 32,977 19
------------ -------------
CASH
Increase (decrease) . . . . . . . . . . . . . . . . . . . . . . . . . 907 (20,907)
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . 5,430 49,404
------------ -------------
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,337 $ 28,497
============ =============
SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid, net of amount capitalized . . . . . . . . . . . . . . . $ 393 $ 87
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . 2,572 2,029
</TABLE>

See notes to consolidated financial statements.
F-18
<PAGE> 60
GLOBAL INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Basis of Presentation - The accompanying unaudited consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiaries. The results of operations of Norman Offshore Pipelines, Inc.
since its acquisition on July 1, 1996, are included in the accompanying
financial statements.

In the opinion of management of the Company, all adjustments (such adjustments
consisting only of a normal recurring nature) necessary for a fair presentation
of the operating results for the interim periods presented have been included
in the unaudited consolidated financial statements. Operating results for the
periods ended September 30, 1996, are not necessarily indicative of the results
that may be expected for the year ending March 31, 1997. These financial
statements should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations included herein, and
the Company's audited consolidated financial statements and related notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1996.

On June 20, 1996, the Board of Directors, subject to shareholder approval of an
increase in the authorized number of shares of common stock, declared a
two-for-one common stock split expected to be distributed in the form of a
stock dividend by August 28, 1996 to shareholders of record on August 16, 1996.
On August 7, 1996, the shareholders approved an amendment to the Company's
Articles of Incorporation to increase the authorized number of shares of both
common and preferred stock from 25,000,000 shares to 150,000,000 shares and
5,000,000 shares to 30,000,000 shares, respectively. The accompanying 1995
financial statements have been restated to reflect the above noted August 1996
stock split as well as a previous two-for-one common stock split effected
during January 1996.

The financial statements required by Rule 10-01 of Regulation S-X have been
reviewed by independent public accountants as stated in their report included
herein.

Commitments and Contingencies - The Company is a party in legal proceedings and
potential claims arising in the ordinary course of business. Management does
not believe these matters will materially effect the Company's consolidated
financial statements.

The Company has under construction a 200-foot semi-submersible Swath (Small
Waterplane Area Twin Hull) dive support vessel named the Pioneer estimated to
cost approximately $24.0 million. Included in escrowed funds, bond proceeds at
September 30, 1996, is $21.0 million, representing proceeds from the sale of
ship bonds in September 1994, which will become available to the Company upon
completion and delivery of the Pioneer. The Pioneer has undergone sea trials
and is expected to be available for service during November 1996.

As previously reported, Aker Gulf Marine filed suit against the Company in the
U.S. District Court, Western District of Louisiana, Lafayette Division in
December of 1995 seeking $8.2 million in additional costs believed by it to be
owed because of change orders during construction and $5.0 million for
disruption, acceleration and delay damages. In August 1996 the Company reached
an agreement with Aker Gulf Marine, and took possession of the Pioneer which
was relocated to the Company's facility in Amelia, Louisiana where construction
and equipping of the vessel was completed. Under the terms of the agreement
the Company has been given clear title to the Pioneer in exchange for a cash
payment of $3.2 million and the posting of a $4.5 million bond in favor of Aker
Gulf Marine. Such amounts and release of the vessel are without prejudice to
each company's right to pursue claims against the other in pending litigation
or otherwise. The Company does not believe that Aker Gulf Marine's claims are
valid and is vigorously defending against them and does not believe that
ultimate resolution of the claims will have a material adverse impact on the
Company's consolidated financial statements.

On April 10, 1996, the Company received authorization to issue United States
Guaranteed Ship Financing Bonds in connection with the construction of two
liftboats, a launch barge, and a cargo barge. The Ship Bonds, issued August 7,
1996, totaled $20.3 million, mature in 2022 and carry an interest rate of 7.25%
per annum. The proceeds from the issuance of the bond are included in escrowed
funds, bond proceeds and will be available to the Company upon completion and
delivery of the liftboats and barges.

F-19
<PAGE> 61
The Company estimates that the cost to complete capital expenditure projects in
progress at September 30, 1996 will be $88 million, including $55 million for
the upgrade of the Hercules.

F-20
<PAGE> 62
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, THE SELLING SHAREHOLDERS OR THE UNDERWRITERS.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATES AS OF WHICH INFORMATION IS GIVEN
IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION.

-------------------------------

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . .
The Company . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . .
Capitalization . . . . . . . . . . . . . . .
Price Range of Common Stock . . . . . . . . .
Dividend Policy . . . . . . . . . . . . . . .
Selected Consolidated Financial
Data . . . . . . . . . . . . . . . . . . .
Management's Discussion and Analysis
of Financial Condition and Results
of Operations . . . . . . . . . . . . . . .
Business . . . . . . . . . . . . . . . . . .
Management . . . . . . . . . . . . . . . . .
Principal Shareholders . . . . . . . . . . .
Description of Capital Stock . . . . . . . .
Underwriting . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . .
Available Information . . . . . . . . . . . .
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . .
Index to Financial Statements . . . . . . . . F-1
</TABLE>

7,000,000 SHARES

GLOBAL
INDUSTRIES, LTD.

COMMON STOCK
($.01 PAR VALUE)

[LOGO]

SALOMON BROTHERS INC

HOWARD, WEIL,
LABOUISSE, FRIEDRICHS
INCORPORATED

RAYMOND JAMES
& ASSOCIATES, INC.

SCHRODER WERTHEIM & CO.

PROSPECTUS

DATED , 1997
<PAGE> 63
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses of the offering are estimated to be as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee . . $45,129
NASD filing fee . . . . . . . . . . . . . . . . . . . . 15,393
NASDAQ listing fee . . . . . . . . . . . . . . . . . . . *
Legal fees and expenses . . . . . . . . . . . . . . . . *
Accounting fees and expenses . . . . . . . . . . . . . . *
Blue Sky fees and expenses (including legal fees) . . . *
Printing expenses . . . . . . . . . . . . . . . . . . . *
Transfer Agent fees . . . . . . . . . . . . . . . . . . *
Miscellaneous . . . . . . . . . . . . . . . . . . . . . *
----------
TOTAL . . . . . . . . . . . . . . . . . . . . . . $ *
----------
</TABLE>

- ------------
*To be completed by amendment.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant has authority under Section 83 of the Business Corporation
Law of the State of Louisiana to indemnify its officers, directors, employees
and agents to the extent provided in such statute. Article VI of the
Registrant's Bylaws provides for indemnification of the Registrant's officers,
directors, employees and agents to the fullest extent permitted by the Business
Corporation Law of the State of Louisiana.

The Registrant has entered into Indemnification Agreements with each of its
directors. The Indemnification Agreements provide that, to the extent the
Registrant maintains directors' and officers' liability insurance policies,
each director will be named as an insured under such policies. The
Indemnification Agreements also provide that the Registrant will indemnify each
director against losses and expenses as a result of a claim or claims made
against him for any act, failure to act or neglect or breach of duty, including
any error, misstatement or misleading statement committed, suffered, permitted
or acquiesced in by the director, or any of the foregoing alleged by any
claimant, or any claim against the director or executive officer solely by
reason of him being a director or officer of the Registrant, subject to certain
exclusions. The Indemnification Agreements also provide certain procedures
regarding the right to indemnification and for the advancement of expenses.

Section 24 of the Business Corporation Law of the State of Louisiana
permits the limitation of directors' personal liability to the corporation or
its shareholders for monetary damages for breach of fiduciary duties as a
director except in certain situations including the breach of a director's duty
of loyalty or acts or omissions not made in good faith. Article VI of the
Registrant's Articles of Incorporation includes such a limitation and limits
directors' personal liability to the extent permitted by Section 24.

Article VI of the Registrant's Bylaws provides that the Registrant may
maintain insurance, at its expense, to protect itself and any of its directors,
officers, employees or agents or any person serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any expense,
liability or loss, whether or not the Registrant would have the power to
indemnify such person against such expense, liability or loss under the
Louisiana Business Corporation Law.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

II-1
<PAGE> 64
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

1.1* - Form of Underwriting Agreement.

4.1 - Form of Common Stock certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form S-1
(Reg. No. 33-56600)).

5.1* - Opinion and Consent of Vinson & Elkins L.L.P.

23.1 - Consent of Deloitte & Touche L.L.P.

24.1 - Powers of Attorney of the Registrant's Directors.

------------
* To be filed by amendment.

(b) Consolidated Financial Statement Schedules:

All financial statement schedules are omitted because the required
information is not required or because the information required is
presented in the Consolidated Financial Statements or notes thereto.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission 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
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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, the Registrant 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.

The Registrant hereby undertakes that, for purposes of determining
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934, as amended (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, as amended) that is incorporated by reference in the
Registration Statement 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.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.

II-2
<PAGE> 65
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF 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 HOUSTON, STATE OF TEXAS ON THE 23RD DAY OF
DECEMBER, 1996.

GLOBAL INDUSTRIES, LTD.

By /s/ Michael J. Pollock
------------------------
Michael J. Pollock
Vice President, Chief Financial Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William J. Dore Chairman of the Board, President, Chief December 23, 1996
- --------------------------- Executive Officer and Director
William J. Dore (Principal Executive Officer)

/s/ Michael J. Pollock Vice President, Chief Financial Officer, and December 23, 1996
- --------------------------- Director (Principal Financial and Accounting
Michael J. Pollock Officer)

James C. Day* Director December 23, 1996
- ---------------------------
James C. Day

Edward P. Djerejian* Director December 23, 1996
- ---------------------------
Edward P. Djerejian

Myron J. Moreau* Director December 23, 1996
- ---------------------------
Myron J. Moreau

*By /s/ Michael J. Pollock December 23, 1996
------------------------
Attorney-in-Fact
</TABLE>

II-3

<PAGE> 66
EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION
- ------- -----------

1.1* - Form of Underwriting Agreement.

4.1 - Form of Common Stock certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form S-1
(Reg. No. 33-56600)).

5.1* - Opinion and Consent of Vinson & Elkins L.L.P.

23.1 - Consent of Deloitte & Touche L.L.P.

24.1 - Powers of Attorney of the Registrant's Directors.

- --------
* To be filed by amendment.

<PAGE> 1
EXHIBIT 23.1

INDEPENDENT AUDITOR'S CONSENT

We consent to the use in this Registration Statement of Global Industries, Ltd.
on Form S-3 of our report dated May 31, 1996 (which expresses an unqualified
opinion and includes an explanatory paragraph relating to the Company's
adoption of Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" effective April 1, 1993) included in the Annual Report on
Form 10-K of Global Industries, Ltd. for the year ended March 31, 1996. We
also consent to the use of our report dated May 31, 1996 (except as to Note 1,
as to which the date is August 7, 1996), appearing in the Prospectus, which is
part of this Registration Statement, and to the reference to us under the
heading "Experts" in such Prospectus.

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
December 23, 1996

<PAGE> 1
EXHIBIT 24.1

POWER OF ATTORNEY

GLOBAL INDUSTRIES, LTD.

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer
of Global Industries, Ltd., a Louisiana corporation (the "Company"), hereby
makes, constitutes and appoints William J. Dore and Michael J. Pollock, and
each of them acting together or individually, as his true and lawful attorney
with full power to act without the other and full power of substitution and
resubstitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity or capacities as aforesaid, a Registration Statement
on Form S-3 for filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, together with any amendments (whether pre-
effective or post-effective) and any other documents in support thereof or
supplemental thereto, relating to the proposed public offering of Common Stock,
par value $.01 per share, of the Company, hereby granting to such attorneys and
each of them full power and authority to do and perform each and every act and
thing whatsoever as such attorney or attorneys may deem necessary or advisable
to carry out fully the intent of the foregoing as the undersigned might or
could do personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things which such attorney or attorneys
may do or cause to be done by virtue of these presents.

IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 7th day of August 1996.

/s/ JAMES C. DAY
---------------------------
James C. Day
<PAGE> 2
POWER OF ATTORNEY

GLOBAL INDUSTRIES, LTD.

IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 7th day of August 1996.

/s/ EDWARD P. DJEREJIAN
---------------------------
Edward P. Djerejian

<PAGE> 3
POWER OF ATTORNEY

GLOBAL INDUSTRIES, LTD.

IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 7th day of August 1996.

/s/ MYRON J. MOREAU
---------------------------
Myron J. Moreau

<PAGE> 4
POWER OF ATTORNEY

GLOBAL INDUSTRIES, LTD.

IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 7th day of August 1996.

/s/ MICHAEL J. POLLOCK
------------------------
Michael J. Pollock

<PAGE> 5
POWER OF ATTORNEY

GLOBAL INDUSTRIES, LTD.

IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 7th day of August 1996.

/s/ WILLIAM J. DORE
---------------------
William J. Dore