-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O4jDZgU+ZcOp8OTY1sqYi2hMHs7pyNU2E87k2qtrn0w36oryZj2OzDmveMeR+7z6 zG93G5H4LBsKIUHiLA0byA== 0000899243-02-001806.txt : 20020612 0000899243-02-001806.hdr.sgml : 20020612 20020611180345 ACCESSION NUMBER: 0000899243-02-001806 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020611 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDE GOLDMAN HALTER INC CENTRAL INDEX KEY: 0001039780 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 640900067 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14627 FILM NUMBER: 02676775 BUSINESS ADDRESS: STREET 1: 13085 INDUSTRIAL SEAWAY ROAD CITY: GULFPORT STATE: MS ZIP: 39503 BUSINESS PHONE: 2288960029 MAIL ADDRESS: STREET 1: 13085 INDUSTRIAL SEAWAY ROAD CITY: GULFPORT STATE: MS ZIP: 39503 FORMER COMPANY: FORMER CONFORMED NAME: FRIEDE GOLDMAN INTERNATIONAL INC DATE OF NAME CHANGE: 19970521 8-K 1 d8k.txt 8K FOR THE PERIOD 6/11/2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2002 FRIEDE GOLDMAN HALTER, INC. (AS DEBTOR IN POSSESSION) (Exact name of registrant as specified in its charter) Mississippi 0-22595 72-1362492 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) incorporation or organization)
13085 Industrial Seaway Road Gulfport, Mississippi 39503 (Address of principal executive offices and zip code) (228) 896-0029 (Registrant's telephone number, including area code) Item 2. Disposition of Assets On May 22, 2002, the Board of Directors of Friede Goldman Halter, Inc. (FGH: FGHLQ) announced that Friede Goldman Halter, Inc. (OTCBB: FGHLQ) has entered into a contract with Bollinger Shipyards, Inc. to sell the assets and activities of Halter Marine, Inc. for $48.0 million cash and other considerations. Halter is one of three business units presently operated by Friede Goldman Halter and is a leading builder of small to medium sized vessels. The agreement contemplates Bollinger acquiring all the operating assets and properties of Halter, including the assets at Halter Pascagoula, Halter Moss Point, Moss Point Marine, Halter Port Bienville Halter Lockport, Halter Gulfport East Central and Three Rivers. The acquisition is subject to approval by the United States Bankruptcy Court and the closing is expected to take place in late July or early August 2002. For additional information, reference is made to the Press Release dated May 22, 2002, a copy of which is attached as an exhibit hereto. Item 7. Financial Statements and Exhibits ( c ) Exhibit 99.1 Press Release of Registrant dated May 22, 2002 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FRIEDE GOLDMAN HALTER, INC. Date: June 11, 2002 By: /s/ T. Jay Collins ------------------------------- T. Jay Collins Chief Executive Officer 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------------------- *99.1 Press Release of Registrant dated May 22, 2002 - ------------------- * Filed herewith. 4 EX-99.1 3 dex991.txt PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE Immediate Release Friede Goldman Halter Signs Contract to Sell Halter Marine GULFPORT, MS, May 22, 2002 -- Friede Goldman Halter, Inc. (OTCBB: FGHLQ) has entered into a contract with Bollinger Shipyards, Inc. to sell the assets and activities of Halter Marine, Inc. for $48.0 million cash and other considerations. Halter is one of three business units presently operated by Friede Goldman Halter and is a leading builder of small to medium sized vessels. The agreement contemplates Bollinger acquiring all the operating assets and properties of Halter, including the assets at Halter Pascagoula, Halter Moss Point, Moss Point Marine, Halter Port Bienville Halter Lockport, Halter Gulfport East Central and Three Rivers. The acquisition is subject to approval by the United States Bankruptcy Court and the closing is expected to take place in late July or early August 2002. "The sale of Halter Marine to Bollinger Shipyards is a major step in providing a return to the creditors. The continued loyalty of the employees, customers and suppliers has made this possible," said Jack Stone, President and Chief Executive Officer of Friede Goldman Halter. Donald "Boysie" Bollinger, chairman and CEO of Bollinger said, "We are very excited about this pending acquisition as it will expand our capacity and capabilities in new construction, establish our presence and visibility in new foreign and domestic markets and will compliment our extensive inventory of designs. Best of all, we will retain substantially all of Halter's dedicated employees thereby gaining hundreds of highly talented and skilled designers and shipbuilders whose excellent reputation is known around the world. We look forward to welcoming them to the Bollinger family." "Our goal," said Bollinger, "is to make the transition for our new employees and customers as seamless as possible. The transition went very smoothly when we acquired Halter's repair division in August 2000, and we will do it again." Friede Goldman Halter is a leader in the design and manufacture of equipment for the maritime and offshore energy industries. Its core operating units are Friede Goldman Offshore (construction, upgrade and repair of drilling units, mobile production units and offshore construction equipment) and Halter Marine, Inc. (a significant domestic and international designer and builder of small and medium sized vessels for the government, commercial, and energy markets). As previously announced, Friede & Goldman Ltd. (naval architecture and marine engineering) is expected to be sold in May, subject to a bankruptcy court approved auction process. - -------------------------------------------------------------------------------- For information regarding this or any of our press releases, contact: Larry Walker Corporate Communications (228) 897-4867 www.fgh.com *Note: This press release includes certain statements that may be deemed to be "forward-looking statements" within the meaning of Section 27A of The Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Friede Goldman Halter expects, believes or anticipates will or may occur in the future, are forward-looking statements. These statements are based on certain assumptions and analyses made by Friede Goldman Halter, Inc. in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Friede Goldman Halter and which are discussed in Friede Goldman Halter's Registration Statement on Form S-3, the 2001 Annual Report on Form 10-K, and subsequent Forms 10-Q. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----