FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO. 333-86325
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 2, 2000
9,525,000 Shares
[GLOBAL INDUSTRIES, LTD. LOGO]
GLOBAL INDUSTRIES, LTD.
Common Stock
------------------
We are selling 9,525,000 shares of our common stock.
Our common stock is quoted on the Nasdaq National Market under the symbol
"GLBL." The last reported sale price on March 23, 2004, was $5.52 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE
S-4.
UNDERWRITING PROCEEDS TO
DISCOUNTS AND GLOBAL
PRICE TO PUBLIC COMMISSIONS INDUSTRIES
--------------- ------------- -----------
Per Share............................................ $5.25 $0.20 $5.05
Total................................................ $50,006,250 $1,905,000 $48,101,250
Delivery of the shares of common stock will be made on or about March 29,
2004.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus supplement or the prospectus to which it relates is truthful or
complete. Any representation to the contrary is a criminal offense.
CREDIT LYONNAIS SECURITIES (USA) INC.
JOHNSON RICE & COMPANY, L.L.C.
The date of this prospectus supplement is March 24, 2004
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
WHERE YOU CAN FIND MORE INFORMATION... S-1
OUR COMPANY........................... S-2
SUMMARY CONSOLIDATED FINANCIAL DATA... S-3
RISK FACTORS.......................... S-4
PAGE
----
USE OF PROCEEDS....................... S-9
CAPITALIZATION........................ S-9
UNDERWRITING.......................... S-10
LEGAL MATTERS......................... S-12
EXPERTS............................... S-12
PROSPECTUS
PAGE
----
ABOUT THIS PROSPECTUS................. 1
WHERE YOU CAN FIND MORE INFORMATION... 1
CAUTIONARY STATEMENT ABOUT
FORWARD-LOOKING STATEMENTS.......... 2
THE COMPANY........................... 3
USE OF PROCEEDS....................... 3
RATIOS OF EARNINGS TO FIXED CHARGES... 3
PAGE
----
DESCRIPTION OF DEBT SECURITIES........ 4
DESCRIPTION OF CAPITAL STOCK.......... 9
DESCRIPTION OF DEPOSITARY SHARES...... 12
DESCRIPTION OF WARRANTS............... 14
PLAN OF DISTRIBUTION.................. 15
LEGAL MATTERS......................... 16
EXPERTS............................... 16
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR IN
DOCUMENTS TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED
WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY
ONLY BE ACCURATE ON THE DATE OF THIS DOCUMENT.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
You can obtain information on the operation of the SEC's public reference room
by calling the SEC at 1-800-732-0330. You can also find our SEC filings at the
SEC's website at www.sec.gov and on our website at www.globalind.com.
Information on our website is not part of this prospectus.
The SEC allows our company to incorporate by reference the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") until we sell all of the securities or until we terminate
this registration statement:
- Our Annual Report on Form 10-K for the year ended December 31, 2003; and
- The description of our common stock contained in our Form 8-A
registration statement filed on January 8, 1993, including any amendment
or report filed before or after the date of this prospectus supplement
for the purpose of updating the description.
You may request a copy of these filings at no cost, by writing our company
at the following address or telephoning our company at the following number:
Global Industries, Ltd.
Attention: Chief Financial Officer
8000 Global Drive
Carlyss, Louisiana 70665
Telephone: (337) 583-5000
S-1
OUR COMPANY
Global Industries, Ltd., directly and through its subsidiaries, provides
construction services to the offshore oil and gas industry in the U.S. Gulf of
Mexico and in selected international areas. Our construction services include
pipeline construction, platform installation and removal, diving services and
construction support. We began as a provider of diving services to the offshore
oil and gas industry over thirty years ago and have expanded our business
through acquisitions, new construction and upgrades of vessels. At December 31,
2003, our fleet included 68 vessels, including 63 manned vessels. We have the
largest number of offshore construction vessels currently available in the Gulf
of Mexico, and our worldwide fleet includes 18 barges that have various
combinations of pipelay, pipebury and derrick capabilities.
Our executive offices are located at 8000 Global Drive, Carlyss, Louisiana
70665 and our telephone number at our offices is (337) 583-5000.
S-2
SUMMARY CONSOLIDATED FINANCIAL DATA
You should read the following summary consolidated financial data along
with the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Annual Report on Form 10-K for the
year ended December 31, 2003 and our consolidated financial statements and the
related notes incorporated by reference into this prospectus supplement.
YEAR ENDED DECEMBER 31,
------------------------------
2001 2002(1) 2003(2)
-------- -------- --------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
INCOME STATEMENT DATA:
Revenues.................................................. $406,104 $494,010 $488,719
Gross profit.............................................. 70,849 63,478 9,751
Selling, general and administrative expenses.............. 35,706 39,452 39,487
Operating income (loss)................................... 32,924 (17,750) (57,562)
Interest expense.......................................... 21,868 14,673 10,775
Income (loss) before income taxes......................... 10,422 (34,187) (67,983)
Provision (benefit) for income taxes...................... 4,266 (4,824) 346
Net income (loss)......................................... 6,156 (29,363) (68,329)
Net income (loss) per share (diluted)..................... $ 0.07 $ (0.30) $ (0.68)
OTHER FINANCIAL DATA:
Depreciation and amortization............................. $ 53,921 $ 58,340 $ 54,362
Net cash provided by (used in) operations................. 14,609 88,573 (457)
Net cash provided by (used in) investing activities....... (29,777) (35,842) (12,161)
Net cash provided by (used in) financing activities....... 1,246 (36,067) 42
Capital expenditures...................................... 13,869 23,840 15,996
AS OF DECEMBER 31,
------------------------------
2001 2002 2003
-------- -------- --------
(IN THOUSANDS)
BACKLOG DATA................................................ $351,583 $275,713 $ 96,177
BALANCE SHEET DATA:
Net property and equipment................................ $502,258 $439,898 $401,753
Total assets.............................................. 748,177 701,644 620,831
Long-term debt (including current maturities)............. 234,740 126,657 123,728
Shareholders' equity...................................... 396,764 441,188 377,071
---------------
(1) Included in net income (loss) and net income (loss) per share is the effect
of the one-time pre-tax non-cash charge of $45.8 million related to our
decision to eliminate certain non-core and underperforming assets.
(2) Included in net income (loss) and net income (loss) per share is the effect
of the pre-tax $33.5 million provision related to an adverse judgment in
such amount in our litigation with Groupe GTM (now Vinci), which litigation
arose out of our termination of an acquisition agreement in 1999.
S-3
RISK FACTORS
Before investing in our common stock you should consider carefully the
risks described below, in addition to other information contained or
incorporated by reference in this prospectus supplement and the accompanying
prospectus. In addition, please read "Cautionary Statement About Forward-Looking
Statements" on page 2 of the accompanying prospectus, where we describe
additional uncertainties associated with our business and the forward-looking
statements contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus.
OUR BUSINESS IS SUBSTANTIALLY DEPENDENT ON THE LEVEL OF CAPITAL EXPENDITURES IN
THE OIL AND GAS INDUSTRY AND LOWER CAPITAL EXPENDITURES WILL ADVERSELY AFFECT
OUR RESULTS OF OPERATIONS.
The demand for our services depends on the condition of the oil and gas
industry and, in particular, on the capital expenditures of companies engaged in
the offshore exploration, development, and production of oil and natural gas.
Capital expenditures by these companies are primarily influenced by three
factors: (1) the oil and gas industry's ability to economically justify placing
discoveries of oil and gas reserves in production; (2) the oil and gas
industry's need to clear all structures from the lease once the oil and gas
reserves have been depleted; and (3) weather events, such as major hurricanes.
Historically, prices of oil and natural gas and offshore exploration,
development and production have fluctuated substantially. Oil and gas companies
have moderated capital expenditures in economically marginal production areas.
This has decreased demand for offshore construction and related services in
certain segments in which we participate, and has resulted in increased
competition in certain segments for available projects, all of which has
adversely affected our profit margins. A sustained period of substantially
reduced capital expenditures by oil and gas companies will result in continued
decreased demand for our services, low margins, and possibly net losses.
OUR DEBT INSTRUMENTS CONTAIN COVENANTS THAT LIMIT OUR OPERATING AND FINANCIAL
FLEXIBILITY.
On March 9, 2004, we entered into a new $125.0 million secured revolving
credit facility, which replaced the previous $100.0 million credit facility.
Under the terms of our new revolving credit facility, we must maintain minimum
levels of tangible net worth and earnings before interest, taxes, and
depreciation/amortization, not exceed levels of debt and capital expenditures
specified in the agreement, and comply with, among other things, an interest
coverage ratio and a leverage ratio. For a more detailed discussion of our new
revolving credit facility, please read "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" in our Annual Report on Form 10-K for the year ended December 31,
2003.
Our ability to meet the financial ratios and tests under our new revolving
credit facility is affected by the results of our operations and by events
beyond our control. We may not be able to satisfy those ratios and tests. Under
our previous credit facility, it was necessary for us to seek covenant waivers
on several occasions. If we fail to comply with the ratios and tests in our new
revolving credit facility, and we are unable to obtain a waiver, no further
borrowings would be available under the credit facility and our lenders will be
entitled to, among other things, accelerate the debt outstanding under the
credit facility so that it is immediately due and payable and ultimately
foreclose on our assets that secure the debt. In addition our other long-term
debt agreements contain cross default provisions that could allow acceleration
of such debt under these circumstances. Any significant inability to draw on the
new revolving credit facility or acceleration of the debt outstanding under the
credit facility or other indebtedness would have a material adverse effect on
our financial condition and operations.
OUR ABILITY TO INCUR DEBT AND ISSUE LETTERS OF CREDIT IS LIMITED, WHICH COULD
LIMIT THE NUMBER AND SIZE OF CONTRACTS WE CAN OBTAIN AND/OR PERFORM.
Our new revolving credit facility is limited to $125.0 million. At March
23, 2004, $50.5 million of credit capacity was available under our credit
facility. The entire facility is available for issuance of letters of credit,
and $110.0 million is available for direct cash advances. Certain contracts
require substantial
S-4
amounts of working capital and/or performance letters of credit. We may be
limited in the number and size of contracts we can perform by our available
credit.
OUR INTERNATIONAL OPERATIONS EXPOSE US TO ADDITIONAL RISKS INHERENT IN DOING
BUSINESS ABROAD.
A significant portion of our revenue is derived from operations outside the
United States. The scope and extent of our operations outside of the U.S. Gulf
of Mexico means we are exposed to the risks inherent in doing business abroad.
These risks include:
- currency exchange rate fluctuations, devaluations, and restrictions on
currency repatriation;
- unfavorable taxes, tax increases, and retroactive tax claims;
- the disruption of operations from labor and political disturbances;
- insurrection or war that may disrupt or limit markets;
- expropriation or seizure of our property;
- nullification, modification or renegotiation of existing contracts;
- regional economic downturns; and
- import/export quotas and other forms of public and governmental
regulation.
We cannot predict the nature of foreign governmental regulations applicable
to our operations that may be enacted in the future. In many cases, our direct
or indirect customer will be a foreign government, which can increase our
exposure to these risks. U.S. government-imposed export restrictions or trade
sanctions under the Export Administration Act, the Trading with the Enemy Act or
similar legislation or regulation may also impede our ability, or the ability of
our customers, to operate or continue to operate in specific countries. These
factors could have a material adverse effect on our financial condition and
results of operation.
WE ARE EXPOSED TO THE SUBSTANTIAL HAZARDS AND RISKS INHERENT IN MARINE
CONSTRUCTION AND OUR INSURANCE COVERAGE IS LIMITED.
Our business involves a high degree of operational risks. Hazards and risks
that are inherent in marine operations include capsizing, grounding, colliding
and sustaining damage from severe weather conditions. In addition, our
construction work can disrupt existing pipelines, platforms and other offshore
structures. Any of these could cause damage to or destruction of vessels,
property or equipment, personal injury or loss of life, suspension of production
operations, or environmental damage. The failure of offshore pipelines or
structural components during or after installation by us could also result in
similar injuries or damages. Any of these events could result in interruption of
our business or significant liability.
We cannot always obtain insurance for our operating risks, and it is not
practical to insure against all risks in all geographic areas. Builders risk
insurance is becoming increasingly expensive and coverage limits have been
decreasing. Uninsured liabilities resulting from our operations may materially
and adversely affect our business and results of operations.
CRITICAL ACCOUNTING POLICIES SIGNIFICANTLY AFFECT OUR REPORTED FINANCIAL RESULTS
AND CONDITIONS.
Although our financial statements are prepared in accordance with U.S.
generally accepted accounting principles, their preparation requires us to make
estimates and judgments that offset the reported amounts. Certain critical
accounting policies affect our more significant judgments and estimates and they
are described in "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Significant Accounting Policies and Estimates" in
our Annual Report on Form 10-K for the year ended December 31, 2003. Actual
amounts and results may differ materially from our estimates.
S-5
WE DEPEND ON SIGNIFICANT CUSTOMERS.
Some of our segments derive a significant amount of their revenues from a
small number of customers. For example, sales to PEMEX represented more than 10%
of our consolidated revenue and a majority of our Latin American revenue in 2002
and 2001. The inability of these segments to continue to perform services for a
number of their large existing customers, if not offset by contracts with new or
other existing customers, could have a material adverse effect on our business
and results of operations.
DURING PERIODS OF STRONG DEMAND, WE MAY BE UNABLE TO OBTAIN CRITICAL PROJECT
MATERIALS ON A TIMELY BASIS.
Our operations depend on being able to timely procure certain project
materials, such as pipe, to complete projects in an efficient manner. Our
inability to procure critical materials could have a material adverse effect on
our business and results of operations.
WE UTILIZE PERCENTAGE-OF-COMPLETION ACCOUNTING.
Since our contract revenues are recognized on a percentage-of-completion
basis, we periodically review contract revenue and cost estimates as the work
progresses. Accordingly, adjustments are reflected in income in the period when
any revisions are determined. To the extent that these adjustments result in a
reduction of previously reported profits, we would recognize a charge against
current earnings that may be significant depending on the size of the
adjustment.
WE MAY NOT COMPLETE OUR FIXED-PRICE CONTRACTS WITHIN OUR ORIGINAL ESTIMATES OF
COSTS, WHICH WILL ADVERSELY AFFECT OUR RESULTS.
Because of the nature of the offshore construction industry, most of our
projects are performed on a fixed-price basis. The profits we realized on our
contracts will often vary from the estimated amounts because of changes in
offshore job conditions, in labor and equipment productivity and in third party
costs. In addition, we sometimes bear the risk of delays caused by bad weather
conditions. We may continue to suffer lower profits or even losses on projects
because of cost overruns resulting from these or other causes.
WE HAVE INCURRED LOSSES IN RECENT PERIODS AND MAY INCUR ADDITIONAL LOSSES IN THE
FUTURE WHICH COULD ADVERSELY AFFECT OUR OPERATIONS.
In recent years we have incurred losses from operations. We incurred
operating losses in 2003 and 2002. We may continue to have operating losses in
the future if we cannot obtain sufficient work and complete projects within our
cost estimates. Continuing operating losses could have significant adverse
effects on our future operations including limiting our ability to adjust to
changing market conditions, reducing our ability to withstand competitive
pressures and impairing our ability to obtain financing to provide for future
working capital needs and capital expenditures.
IF WE ARE UNABLE TO ATTRACT AND RETAIN SKILLED WORKERS OUR BUSINESS WILL BE
ADVERSELY AFFECTED.
Our operations depend substantially upon our ability to continue to retain
and attract project managers, project engineers, and skilled construction
workers such as divers, welders, pipefitters, and equipment operators. Our
ability to expand our operations is impacted by our ability to increase our
labor force. The demand for skilled workers in our industry is currently high
and the supply is limited. As a result of the cyclical nature of the oil and gas
industry as well as the physically demanding nature of the work, skilled workers
may choose to pursue employment in other fields. A significant increase in the
wages paid or benefits offered by competing employers could result in a
reduction in our skilled labor force, increases in our employee costs, or both.
If either of these events occur, our operations and results could be materially
adversely affected.
S-6
OUR RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED BY UNFORESEEN WORK STOPPAGES
OR LABOR PROBLEMS.
Some of our employees and the employees of some of our subcontractors are
represented by unions. None of our employees are covered by a collective
bargaining agreement; however, we are aware of recent efforts by union
representatives to expand their reach in the offshore construction industry. We
are not protected against work stoppages or labor problems by our employees or
employees of the subcontractors we use. For example, in 2003, we experienced
reduced productivity on one project due to a work stoppage by some employees of
our welding subcontractor. Work stoppages or other labor problems could
materially adversely effect our results of operations.
OUR OPERATIONS COULD SUFFER WITH THE LOSS OF ONE OF OUR SENIOR OFFICERS OR OTHER
KEY PERSONNEL.
Our success depends heavily on continued services of our senior management
and key employees, including William J. Dore, our founder, Chairman of the Board
and Chief Executive Officer. Our officers and key personnel have extensive
experience in our industry, so if we were to lose any of our key employees or
executive officers, our operations could suffer.
OUR INDUSTRY IS HIGHLY COMPETITIVE.
Offshore construction companies compete intensely for projects. Contracts
for our services are generally awarded on a competitive bid basis, and intense
price competition is a primary factor in determining who is awarded the job.
Customers also consider availability and capability of equipment, reputation,
experience, and safety record of the contender in awarding jobs. Certain
competitors may be willing to accept risks or work for little or no margin on
projects to gain experience or market share, to cover fixed costs of their
fleets or to avoid the expense of temporarily idling vessels, resulting in
reduced prices. During industry down cycles in particular, we may have to accept
lower rates for our services and vessels or increased contractual liabilities.
As we have increased our operations in deeper waters and internationally, we
have encountered additional competitors, many of whom have greater experience
than we do in these markets and greater resources. As large international
companies relocate vessels to the Gulf of Mexico, levels of competition may
increase and our business could be adversely affected.
Additionally, our competitiveness in international markets may be adversely
affected by regulations requiring, among other things, the awarding of contracts
to local contractors, the employment of local citizens and/or the purchase of
supplies from local vendors or that favor or require local ownership.
COMPLIANCE WITH ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATIONS COULD BE COSTLY
AND COULD NEGATIVELY IMPACT OUR OPERATIONS.
Our vessels and operations are subject to and affected by various types of
governmental regulation including many international, federal, state and local
environmental protection laws and regulations. These laws and regulations are
becoming increasingly complex and stringent, and compliance may become
increasingly difficult and expensive. We may be subject to significant fines and
penalties for non-compliance, and some environmental laws impose joint and
several "strict liability" for cleaning up spills and releases of oil and
hazardous substances, regardless of whether we were negligent or at fault. These
laws and regulations may expose us to liability for the conduct of or conditions
caused by others, or for our acts that complied with all applicable laws at the
time we performed the acts.
Adoption of laws or regulations that have the effect of curtailing
exploration for and production of oil and natural gas in our areas of operation
could adversely affect our operations by reducing demand for our services. In
addition, new laws or regulations, or changes to existing laws or regulations,
may increase our costs or otherwise adversely affect our results of operations.
OUR PRINCIPAL SHAREHOLDER IS ABLE TO EXERCISE SUBSTANTIAL INFLUENCE.
After this offering, Mr. William J. Dore will beneficially own
approximately 26% of our outstanding common stock. As a result, Mr. Dore is able
to exercise substantial influence on the outcome of matters
S-7
requiring a shareholder vote, including the election of directors. This
influence may have the effect of delaying, deferring, or preventing a change in
control of our company.
WE LIMIT FOREIGN OWNERSHIP OF OUR COMPANY, WHICH COULD REDUCE THE PRICE OF OUR
COMMON STOCK.
Our articles of incorporation limit the percentage of outstanding common
stock and other classes of voting securities that non-United States citizens can
own. Applying the statutory requirements applicable today under the Jones Act of
1920, our articles of incorporation provide that no more than 25% of our
outstanding common stock may be owned by non-United States citizens. These
restrictions may at times preclude United States citizens from transferring
their common stock to non-United States citizens. This may also restrict the
available market for resale of shares of common stock and for the issuance of
shares by us and could adversely affect the price of our common stock.
PROVISIONS IN OUR CORPORATE DOCUMENTS AND LOUISIANA LAW COULD DELAY OR PREVENT A
CHANGE IN CONTROL OF OUR COMPANY, EVEN IF THAT CHANGE WOULD BE BENEFICIAL TO OUR
SHAREHOLDERS.
The existence of some provisions in our corporate documents could delay or
prevent a change in control of our company, even if that change would be
beneficial to our shareholders. Our articles of incorporation and by-laws
contain provisions that may make acquiring control of our company difficult,
including: provisions relating to the nomination and removal of our directors,
provisions regulating the ability of our shareholders to bring matters for
action at annual meetings of our shareholders, and the authorization given to
our board of directors to issue and set the terms of preferred stock. Louisiana
law also effectively limits the ability of a potential acquirer to obtain a
written consent of our shareholders.
WE MAY ISSUE PREFERRED STOCK WHOSE TERMS COULD ADVERSELY AFFECT THE VOTING POWER
OR VALUE OF OUR COMMON STOCK.
Our articles of incorporation authorize us to issue, without the approval
of our shareholders, one or more classes or series of preferred stock having
such preferences, powers and relative, participating, optional and other rights,
including preferences over our common stock respecting dividends and
distributions, as our board of directors generally may determine. The terms of
one or more classes or series of preferred stock could adversely impact the
voting power or value of our common stock. For example, we might grant holders
of preferred stock the right to elect some number of our directors in all
events, or on the happening of specified events, or the right to veto specified
transactions. Similarly, the repurchase or redemption rights or liquidation
preferences we might assign to holders of preferred stock could affect the
residual value of the common stock.
WE HAVE NO PLANS TO PAY DIVIDENDS ON OUR COMMON STOCK.
We have no plans to pay dividends in the foreseeable future. We intend to
invest our future earnings, if any, to fund our growth. In addition, our new
revolving credit facility limits the payment of cash dividends. Any payment of
future dividends will be at the discretion of our board of directors and will
depend upon, among other things, our earnings, financial condition, capital
requirements, level of indebtedness, contractual restrictions applying to the
payment of dividends and other considerations that our board of directors deems
relevant.
S-8
USE OF PROCEEDS
The net proceeds from the issuance of the shares of common stock are
estimated to be approximately $47.9 million. We intend to use the net proceeds
to repay a portion of the indebtedness outstanding under our new revolving
credit facility.
On March 23, 2004, we had $57.0 million outstanding under our new revolving
credit facility. The indebtedness under our revolving credit facility was
incurred to pay outstanding balances under our prior credit agreement when it
was terminated on March 9, 2004 and to pay fees and expenses related to the new
revolving credit facility. Our new revolving credit facility matures on March 9,
2007, and borrowings under the facility bear interest at floating rates based on
a spread over either a prime rate or LIBOR rate (4.8% at March 23, 2004).
Amounts paid on our new revolving credit facility may be reborrowed from time to
time.
CAPITALIZATION
The following table presents our capitalization and certain other
information as of December 31, 2003:
- on a historical basis;
- as adjusted for additional net borrowings after December 31, 2003 of
$40.4 million, the replacement of our previous credit facility with our
new revolving credit facility on March 9, 2004 and the borrowing
thereunder of $3.8 million to pay fees and expenses related to our new
revolving credit facility; and
- as further adjusted to give effect to the issuance and sale of the common
stock offered by this prospectus supplement and the application of the
estimated net proceeds therefrom as described under "Use of Proceeds."
You should read the table in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our Annual Report
on Form 10-K for the year ended December 31, 2003 and our consolidated financial
statements and the related notes incorporated by reference into this prospectus
supplement and the accompanying prospectus.
AS OF DECEMBER 31, 2003
-------------------------------------
AS FURTHER
HISTORICAL AS ADJUSTED ADJUSTED
---------- ----------- ----------
(IN THOUSANDS)
Cash and Cash Equivalents................................... $ 15,628 $ 15,628 $ 15,628
======== ======== ========
Long-term debt, including current maturities................ $123,728 $167,918 $120,018
Shareholder's equity:
Preferred stock, 30,000,000 shares authorized; none
issued................................................. -- -- --
Common stock, 150,000,000 shares authorized; 101,282,097
shares issued; 110,807,097 shares issued as further
adjusted............................................... 1,013 1,013 1,108
Additional paid-in capital.................................. 288,137 288,137 335,942
Accumulated other comprehensive income (loss)............... (8,978) (8,978) (8,978)
Retained earnings........................................... 96,899 96,899 96,899
-------- -------- --------
Total shareholders' equity................................ 377,071 377,071 424,971
-------- -------- --------
Total capitalization...................................... $500,799 $544,989 $544,989
======== ======== ========
S-9
UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement dated March 24, 2004, we have agreed to sell to the underwriters named
below, for whom Credit Lyonnais Securities (USA) Inc. is acting as
representative, the following respective number of shares of common stock:
NUMBER OF
UNDERWRITER SHARES
----------- ---------
Credit Lyonnais Securities (USA) Inc. ...................... 9,425,000
Johnson Rice & Company, L.L.C. ............................. 100,000
---------
Total..................................................... 9,525,000
=========
The underwriting agreement provides that the underwriters are obligated to
purchase all of the shares of common stock in the offering if any are purchased.
The underwriting agreement also provides that if an underwriter defaults, the
purchase commitments of non-defaulting underwriters may be increased or the
offering may be terminated.
The underwriters propose to offer the shares of common stock initially to
the public at the public offering price on the cover page of this prospectus
supplement, and at that price less a concession not in excess of $0.13 per share
of common stock to other dealers specified in a master agreement among
underwriters, if any, who are members of the National Association of Securities
Dealers, Inc. The underwriters may allow, and the other dealers specified, if
any, may reallow, concessions, not in excess of $0.05 per share of common stock,
to those other dealers. After this public offering is commenced, the
representatives may change the public offering price and concession and discount
to broker/dealers.
The following table summarizes the underwriting compensation and estimated
expenses we will pay.
PER SHARE TOTAL
-------------- --------------
Underwriting Discounts and Commissions paid by us........ $0.20 $1,905,000
Expenses payable by us................................... $0.02 $ 200,000
More than 10% of the net proceeds from the sale of the common stock in this
offering will be used to repay indebtedness owed by us to Credit Lyonnais New
York Branch, the lender in our new revolving credit facility, which is a
commercial banking affiliate of Credit Lyonnais Securities (USA) Inc.
Accordingly, the offering is being made in compliance with the requirements of
Rules 2710(c)(8) and 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc.
We have agreed that we will not (i) directly or indirectly, offer, sell,
contract to sell, pledge or otherwise dispose of any shares of our common stock
or any securities convertible into or exercisable or exchangeable for our common
stock or enter into any transaction that would have the same effect, (ii) enter
into any swap, hedge or other arrangement that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of our common
stock, whether any such swap, hedge or other arrangement described in clause (i)
or (ii) above is to be settled by delivery of our common stock or such other
securities, in cash or otherwise, for a period of 60 days after the date of this
prospectus supplement without the prior written consent of Credit Lyonnais
Securities (USA) Inc., except for (a) the issuance of any shares of our common
stock or of any options to purchase our common stock granted under our current
director or employee benefit plans or any employee benefit plans in which all of
our non-officer full-time employees are eligible to participate on substantially
similar terms; (b) the issuance of shares of our common stock in exchange for or
upon conversion of currently outstanding securities of the company in accordance
with their terms; or (c) the issuance of shares of our capital stock in
connection with acquisitions made in the ordinary course of business.
Our executive officers and directors have agreed that they will not (i)
directly or indirectly, offer, sell, contract to sell, pledge or otherwise
dispose of any shares of our common stock or any securities convertible into or
exercisable or exchangeable for our common stock, or enter into any transaction
that
S-10
would have the same effect, or make any demand for or exercise any right with
respect to, the registration of any of our common stock, or any security
convertible into or exercisable for our common stock, or (ii) enter into any
swap, hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of our common stock, whether any such swap,
hedge or other arrangement described in clause (i) or (ii) above is to be
settled by delivery of our common stock or such other securities, in cash or
otherwise, or publicly disclose the intention to make any such offer, sale,
pledge or disposition, or to enter into any such transaction, swap, hedge or
other arrangement for a period of 60 days after the date of this prospectus
supplement without the prior consent of Credit Lyonnais Securities (USA) Inc.,
except for (a) any shares of our common stock acquired in the open market after
the date of this prospectus, or (b) transactions executed pursuant to an
existing 10b5-1 plan.
Certain of the underwriters and their respective affiliates have from time
to time performed and may in the future perform various financial advisory,
commercial banking and investment banking services for us in the ordinary course
of business, for which they received or will receive customary fees.
We have agreed to indemnify the underwriters against liabilities under the
Securities Act, or contribute payments that the underwriters may be required to
make in that respect.
In connection with the offering, the underwriters may engage in stabilizing
transactions, over-allotment transactions, syndicate covering transactions,
penalty bids and passive market making in accordance with Regulation M under the
Exchange Act.
- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
- Over-allotment involves sales by the underwriters of shares in excess of
the number of shares the underwriters are obligated to purchase, which
creates a syndicate short position. The short position may be either a
covered short position or a naked short position. In a covered short
position, the number of shares over-allotted by the underwriters is not
greater than the number of shares that they may purchase in the
over-allotment option, if applicable. In a naked short position, the
number of shares involved is greater than the number of shares in the
over-allotment option, if applicable. The underwriters may close out any
short position by either exercising their over-allotment option, if
applicable, and/or purchasing shares in the open market.
- Syndicate covering transactions involve purchases of the common stock in
the open market after the distribution has been completed in order to
cover syndicate short positions. In determining the source of the shares
to close out the short position, the underwriters will consider, among
other things, the price of shares available for purchase in the open
market as compared to the price at which they may purchase shares through
the over-allotment option, if applicable. If the underwriters sell more
shares than could be covered by the over-allotment option, if applicable,
a naked short position, that position can only be closed out by buying
shares in the open market. A naked short position is more likely to be
created if the underwriters are concerned that there may be downward
pressure on the price of the shares in the open market after pricing that
could adversely affect investors who purchase in the offering.
- Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the common stock originally sold by the
syndicate member are purchased in a stabilizing transaction or a
syndicate covering transaction to cover syndicate short positions.
- In passive market making, market makers in the common stock who are
underwriters or prospective underwriters may, subject to limitations,
make bids for or purchases of common stock until the time, if any, at
which a stabilizing bid is made.
S-11
These stabilizing transactions, syndicate covering transactions and penalty bids
may have the effect of raising or maintaining the market price of our common
stock or preventing or retarding a decline in the market price of the common
stock. As a result, the price of our common stock may be higher than the price
that might otherwise exist in the open market. These transactions may be
effected on the Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.
LEGAL MATTERS
The validity of the shares of common stock we are offering will be passed
upon for us by Vinson & Elkins L.L.P., Houston, Texas. Certain legal matters
with respect to the shares will be passed upon for the underwriters by Schulte
Roth & Zabel LLP, New York, New York.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus supplement by reference from our Annual Report
on Form 10-K for the year ended December 31, 2003, have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference (which report expresses an unqualified opinion
and includes an explanatory paragraph referring to the adoption of Statement of
Financial Accounting Standard, or SFAS, No. 142, "Goodwill and Other Intangible
Assets" in 2002, and SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended, in 2001) and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
S-12
PROSPECTUS
$500,000,000
[GLOBAL INDUSTRIES, LTD. LOGO]
GLOBAL INDUSTRIES, LTD.
Debt Securities
Preferred Stock
Depositary Shares
Common Stock
Warrants
Global Industries, Ltd. may offer from time to time debt securities,
preferred stock, depositary shares, common stock or warrants. The specific terms
of any securities offered will be included in a supplement to this prospectus.
The prospectus supplement will also describe the manner in which the securities
will be offered. You should read this prospectus and any prospectus supplement
carefully before you invest.
------------------
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------
June 2, 2000
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, we may sell any combination of the
securities described in this prospectus in one or more offerings up to a total
dollar amount of $500 million. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of the offering and the securities to be sold. The prospectus
supplement may also add, update or change information contained in this
prospectus. Any statement that we make in this prospectus will be modified or
superseded by any inconsistent statement made by our company in a prospectus
supplement. You should read both this prospectus and any prospectus supplement
together with the additional information described in the following section.
As used in this prospectus, "Global," "we," "us," and "our" refer to Global
Industries, Ltd. and its subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. You may obtain information on the operation of the
SEC's public reference room in Washington, D.C. by calling the SEC at
1-800-SEC-0330.
Our common stock is listed on the Nasdaq National Market System under the
symbol "GLBL." Our reports, proxy statements and other information may be read
and copied at the National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006.
This prospectus constitutes part of a registration statement on Form S-3
filed with the SEC under the Securities Act of 1933. It omits some of the
information contained in the registration statement, and reference is made to
the registration statement for further information with respect to us and the
securities we are offering. Any statement contained in this prospectus
concerning the provisions of any document filed as an exhibit to the
registration statement or otherwise filed with the SEC is not necessarily
complete, and in each instance reference is made to the copy of the document
filed.
The SEC allows our company to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities or until we terminate this registration
statement:
- Our Annual Report on Form 10-K for the year ended December 31, 1999;
- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
and
- The description of our common stock contained in our Form 8-A
registration statement filed on January 8, 1993, including any amendment
or report filed before or after the date of this prospectus for the
purpose of updating the description.
1
You may request a copy of these filings at no cost, by writing our company
at the following address or telephoning our company at the following number:
Global Industries, Ltd.
Attention: Chief Financial Officer
8000 Global Drive
Carlyss, Louisiana 70665
Telephone: (337) 583-5000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus, any prospectus
supplement or any document incorporated by reference is accurate as of any date
other than the date of those documents.
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference contain
statements that constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act. These statements appear in a number of places in this prospectus and the
documents we incorporate by reference and include statements regarding our
plans, beliefs or current expectations, including the plans, beliefs and
expectations of our officers and directors.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, such forward-looking statements are not assurances of
future performance and involve risks and uncertainties. Actual results may
differ materially from anticipated results for a number of reasons, including:
- fluctuations in the prices or demand for oil and gas;
- the level of offshore drilling activity;
- operating hazards;
- industry conditions;
- foreign exchange and currency fluctuations;
- changes in laws or regulations;
- acquisition or divestitures;
- environmental matters; and
- the availability of capital resources.
The information contained in this prospectus, and the documents
incorporated by reference into this prospectus, identify additional factors that
could affect our operating results and performance. Additional risks and
uncertainties may be included in any prospectus supplement. We urge you to
carefully consider those factors.
All forward-looking statements attributable to our company are expressly
qualified in their entirety by this cautionary statement. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. In light of these
risks, uncertainties and assumptions, you are cautioned that the forward-looking
events discussed in this prospectus or any supplement to this prospectus might
not occur.
2
THE COMPANY
Global Industries, Ltd., directly and through its subsidiaries, provides
construction services to the offshore oil and gas industry in the Gulf of Mexico
and in selected international areas. Our construction services include pipeline
construction, platform installation and removal, diving services, and
construction support. We began as a provider of diving services to the offshore
oil and gas industry over twenty-nine years ago and have expanded our business
through acquisitions, new construction, and upgrades of vessels. The Company's
fleet currently includes 73 manned vessels available for service. We have the
largest number of offshore construction vessels currently available in the Gulf
of Mexico, and our worldwide fleet includes 23 barges that have various
combinations of pipelay, pipebury, and derrick capabilities.
Our executive offices are located at 8000 Global Drive, Carlyss, Louisiana
70665, and our telephone number at our offices is (337) 583-5000.
USE OF PROCEEDS
Unless otherwise provided in a prospectus supplement, we will use the net
proceeds from the sale of the securities offered by this prospectus and any
prospectus supplement for general corporate purposes, which may include
repayment of indebtedness, the financing of capital expenditures, future
acquisitions and additions to our working capital. The net proceeds may be
invested temporarily until they are used for their stated purpose.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table contains our consolidated ratios of earnings to fixed
charges and earnings to fixed charges plus dividends for the periods indicated.
NINE MONTHS
YEAR ENDED MARCH 31, ENDED YEAR ENDED
-------------------- DECEMBER 31, DECEMBER 31,
1996 1997 1998 1998(1) 1999
---- ----- ----- ------------ ------------
Ratio of earnings to fixed charges(2)........... 14.5x 11.9x 14.0x 6.8x .4x(3)
Ratio of earnings to fixed charges plus
dividends(2).................................. 14.5x 11.9x 14.0x 6.8x .4x(3)
---------------
(1) Effective December 31, 1998, we changed our fiscal year-end to December 31
of each year.
(2) For purposes of computing the ratios of earnings to fixed charges and
earnings to fixed charges plus dividends: (1) earnings consist of income
before income taxes plus fixed charges, excluding capitalized interest, and
(2) fixed charges consist of interest expense (including capitalized
interest) and the estimated interest component of rent expense (one-third of
total rent expense). There were no dividends paid or accrued during the
periods presented above.
For various periods set forth, we guaranteed certain indebtedness of an
unconsolidated affiliate. The associated fixed charges related to such
indebtedness approximated $2.1 million, $1.5 million and $.9 million for the
periods ended March 31, 1998, and December 31, 1998 and 1999, respectively,
and have not been included in the computation of the ratios.
(3) Earnings were inadequate to cover fixed charges by $11.8 million for the
year ended December 31, 1999, by $10.8 million for the three months ended
March 31, 2000.
3
DESCRIPTION OF DEBT SECURITIES
Any debt securities issued using this prospectus ("Debt Securities") will
be our direct unsecured general obligations. The Debt Securities will be either
senior debt securities ("Senior Debt Securities") or subordinated debt
securities ("Subordinated Debt Securities").
The Senior Debt Securities and the Subordinated Debt Securities will be
issued under separate indentures between our company and a U.S. banking
institution (a "Trustee"). The Trustee for each series of Debt Securities will
be identified in the applicable prospectus supplement. Senior Debt Securities
will be issued under a "Senior Indenture" and Subordinated Debt Securities will
be issued under a "Subordinated Indenture." Together the Senior Indenture and
the Subordinated Indenture are called "Indentures."
The Debt Securities may be issued from time to time in one or more series.
The particular terms of each series that is offered by a prospectus supplement
will be described in the prospectus supplement.
We have summarized selected provisions of the Indentures below. The summary
is not complete. The forms of the Indentures have been filed as exhibits to the
registration statement and you should read the Indentures for provisions that
may be important to you. In the summary below, we have included references to
section numbers of the applicable Indentures so that you can easily locate these
provisions. Whenever we refer in this prospectus or in the prospectus supplement
to particular sections or defined terms of the Indentures, such sections or
defined terms are incorporated by reference herein or therein, as applicable.
Capitalized terms used in this summary have the meanings specified in the
Indentures.
GENERAL
The Indentures provide that Debt Securities in separate series may be
issued from time to time without limitation as to aggregate principal amount. We
may specify a maximum aggregate principal amount for the Debt Securities of any
series. (Section 301) We will determine the terms and conditions of the Debt
Securities, including the maturity, principal and interest, but those terms must
be consistent with the applicable Indenture.
The Senior Debt Securities will rank equally with all of our other senior
unsecured and unsubordinated debt ("Senior Debt"). The Subordinated Debt
Securities will be subordinated in right of payment to the prior payment in full
of all of our Senior Debt as described under "-- Subordination of Subordinated
Debt Securities" and in the prospectus supplement applicable to any Subordinated
Debt Securities.
A prospectus supplement and a supplemental indenture or Board Resolutions
relating to any series of Debt Securities being offered will include specific
terms related to the offering, including the price or prices at which the Debt
Securities to be offered will be issued. These terms will include some or all of
the following:
- the title of the Debt Securities;
- whether the Debt Securities are Senior Debt Securities or Subordinated
Debt Securities;
- the total principal amount of the Debt Securities;
- the dates on which the principal of the Debt Securities will be payable;
- the interest rate of the Debt Securities and the interest payment dates
for the Debt Securities;
- the places where payments on the Debt Securities will be payable;
- any terms upon which the Debt Securities may be redeemed at our option;
- any sinking fund or other provisions that would obligate our company to
repurchase or otherwise redeem the Debt Securities;
- whether the Debt Securities are defeasible;
4
- any addition to or change in the Events of Default;
- if convertible into our common stock or any of our other securities, the
terms on which such Debt Securities are convertible;
- any addition to or change in the covenants in the applicable Indenture;
and
- any other terms of the Debt Securities not inconsistent with the
provisions of the applicable Indenture. (Section 301)
The Indentures do not limit the amount of Debt Securities that may be
issued. Each Indenture allows Debt Securities to be issued up to the principal
amount that may be authorized by our company and may be in any currency or
currency unit designated by us.
If so provided in the applicable prospectus supplement, we may issue the
Debt Securities at a discount to their principal amount and pay less than the
entire principal amount of the Debt Securities upon declaration of acceleration
of their maturity ("Original Issue Discount Securities"). The applicable
prospectus supplement will describe all material U.S. federal income tax,
accounting and other considerations applicable to Original Issue Discount
Securities.
SENIOR DEBT SECURITIES
The Senior Debt Securities will be unsecured senior obligations and will
rank equally with all other senior unsecured and unsubordinated debt. The Senior
Debt Securities will, however, be subordinated in right of payment to all our
secured indebtedness to the extent of the value of the assets securing such
indebtedness. Except as provided in the applicable Senior Indenture or specified
in any authorizing resolution or supplemental indenture relating to a series of
Senior Debt Securities to be issued, the Senior Indenture will not limit the
amount of additional indebtedness that may rank equally with the Senior Debt
Securities or the amount of indebtedness, secured or otherwise, that may be
incurred or preferred stock that may be issued by any of our subsidiaries.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Under the Subordinated Indenture, payment of the principal, interest and
any premium on the Subordinated Debt Securities will generally be subordinated
in right of payment to the prior payment in full of all of our Senior Debt,
including any Senior Debt Securities. The prospectus supplement relating to any
Subordinated Debt Securities will summarize the subordination provisions of the
Subordinated Indenture applicable to that series, including:
- the applicability and effect of such provisions upon any payment or
distribution of our assets to creditors upon any liquidation, bankruptcy,
insolvency or similar proceedings;
- the applicability and effect of such provisions in the event of specified
defaults with respect to Senior Debt, including the circumstances under
which and the periods in which we will be prohibited from making payments
on the Subordinated Debt Securities; and
- the definition of Senior Debt applicable to the Subordinated Debt
Securities of that series.
The inability to make any payment due on any of the Subordinated Debt
Securities as a result of the subordination provisions of the Subordinated
Indenture described in the prospectus supplement will not prevent the occurrence
of an Event of Default under the Subordinated Debt Securities.
CONVERSION RIGHTS
The Debt Securities may be converted into other securities of our company,
if at all, according to the terms and conditions of an applicable prospectus
supplement. Such terms will include the conversion price, the conversion period,
provisions as to whether conversion will be at the option of the holders of such
series of Debt Securities or at the option of our company, the events requiring
an adjustment of the
5
conversion price and provisions affecting conversion in the event of the
redemption of such series of Debt Securities.
FORM, EXCHANGE AND TRANSFER
The Debt Securities of each series will be issuable only in fully
registered form, without coupons. Unless otherwise indicated in the applicable
prospectus supplement, the securities will be issued in denominations of $1,000
each or multiples thereof. (Section 302)
Subject to the terms of the applicable Indenture and the limitations
applicable to global securities, Debt Securities may be transferred or exchanged
at the corporate trust office of the Trustee or at any other office or agency
maintained by our company for such purpose, without the payment of any service
charge except for any tax or governmental charge. (Sections 305 and 1002)
GLOBAL SECURITIES
The Debt Securities of any series may be issued, in whole or in part, by
one or more global certificates that will be deposited with a depositary
identified in the applicable prospectus supplement.
No global security may be exchanged in whole or in part for Debt Securities
registered in the name of any person other than the depositary for such global
security or any nominee of such depositary unless:
- the depositary is unwilling or unable to continue as depositary;
- an Event of Default has occurred and is continuing; or
- as otherwise provided in a prospectus supplement.
Unless otherwise stated in any prospectus supplement, The Depository Trust
Company ("DTC") will act as depository. Beneficial interests in global
certificates will be shown on, and transfers of global certificates will be
affected only through records maintained by DTC and its participants.
PAYMENT
Unless otherwise indicated in the applicable prospectus supplement, payment
of interest on Debt Securities on any interest payment date will be made to the
persons in whose names such Debt Securities are registered at the close of
business on the regular record date for such interest payment. (Section 307)
Unless otherwise indicated in the applicable prospectus supplement,
principal, interest and any premium on the Debt Securities will be paid at
designated places. However, at our option, payment may be made by check mailed
to the persons in whose names the Debt Securities are registered on days
specified in the Indenture or any prospectus supplement. (Sections 1002 and
1003)
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may consolidate with or merge into, or sell or lease substantially all
of our properties to any person if:
- the successor person (if any) is a corporation, partnership, trust or
other entity organized and validly existing under the laws of any United
States jurisdiction and assumes our obligations on the Debt Securities
and under the Indentures;
- immediately after giving effect to the transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing; and
- any other conditions specified in the applicable prospectus supplement
are met. (Section 801)
6
EVENTS OF DEFAULT
Unless otherwise specified in the prospectus supplement, each of the
following will constitute an event of default ("Event of Default") under the
Indentures:
- failure to pay principal or premium on any Debt Securities of that series
when due;
- failure to pay any interest on any Debt Securities of that series when
due that continues for 30 days;
- failure to deposit any sinking fund payment, when due, on any Debt
Securities of that series;
- failure to perform any other covenant or the breach of any warranty in
the Indenture for 90 days after being given written notice;
- certain events of bankruptcy, insolvency or reorganization affecting us;
and
- any other Event of Default included in the applicable Indenture,
supplemental indenture or Board Resolution. (Section 501)
If an Event of Default (other than as a result of bankruptcy, insolvency or
reorganization) for any series of Debt Securities occurs and continues, the
Trustee or the holders of at least 25% in aggregate principal amount of the
outstanding Debt Securities of that series may declare the principal amount of
the Debt Securities of that series (or, such portion of the principal amount of
such Debt Securities, as may be specified in a prospectus supplement) to be due
and payable immediately. If an Event of Default results from bankruptcy,
insolvency or reorganization, the principal amount of all the Debt Securities of
a series (or, such portion of the principal amount of such Debt Securities as
may be specified in a prospectus supplement) will automatically become
immediately due and payable. If an acceleration occurs, subject to certain
conditions, the holders of a majority of the aggregate principal amount of the
Debt Securities of that series can rescind the acceleration. (Section 502)
Other than its duties in case of an Event of Default, a Trustee is not
obligated to exercise any of its rights or powers under the applicable Indenture
at the request of any of the holders of Debt Securities, unless the holders
offer the Trustee reasonable indemnity. (Section 603) Subject to the
indemnification of the Trustees, the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Debt Securities of that series. (Section 512)
The holders of Debt Securities of any series will not have any right to
institute any proceeding with respect to the applicable Indenture, unless:
- the holders have given written notice to the Trustee of an Event of
Default;
- the holders of at least 25% in aggregate principal amount of the
outstanding Debt Securities of that series have made written request, and
have offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee; and
- the Trustee fails to institute such proceeding, and has not received from
the holders of a majority in aggregate principal amount of the
outstanding Debt Securities of that series a direction inconsistent with
such request, within 60 days after such notice, request and offer.
(Section 507)
Such limitations do not apply, however, to a suit instituted by a holder of
Debt Securities for the enforcement of payment of the principal, interest or
premium on such Debt Securities on or after the applicable due date. (Section
508)
We will be required to furnish to each Trustee annually within 120 days of
the end of each fiscal year a statement by certain of our officers as to whether
or not we are in default in the performance of any of the terms of the
applicable Indenture. (Section 1004)
7
MODIFICATION AND WAIVER
Under each Indenture, our rights and obligations and the rights of holders
may be modified with the consent of the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of each series affected by
the modification. No modification of the principal or interest payment terms,
and no modification reducing the percentage required for modifications, however,
is effective against any holder without its consent.
DEFEASANCE AND COVENANT DEFEASANCE
If, and to the extent, indicated in the applicable prospectus supplement,
we may elect, at our option at any time, to have the provisions of the
Indentures, relating to defeasance and discharge of indebtedness and to
defeasance of certain restrictive covenants, applied to the Debt Securities of
any series, or to any specified part of a series. (Section 1301)
Defeasance and Discharge. The Indentures provide that, upon the exercise
of our option (if any), we will be discharged from all our obligations with
respect to the applicable Debt Securities upon the deposit in trust for the
benefit of the holders of such Debt Securities of money or U.S. government
obligations, or both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money in an amount
sufficient to pay the principal of and any premium and interest on such Debt
Securities on the respective stated maturities in accordance with the terms of
the applicable Indenture and such Debt Securities. Any additional conditions to
the discharge of our obligations with respect to a series of Debt Securities
will be described in an applicable prospectus supplement. (Sections 1302 and
1304)
Defeasance of Certain Covenants. The Indentures provide that, upon the
exercise of our option (if any), we may omit to comply with certain restrictive
covenants described in an applicable prospectus supplement, the occurrence of
certain Events of Default as described in an applicable prospectus supplement
will not be deemed to either be or result in an Event of Default and, if such
Debt Securities are Subordinated Debt Securities, the provisions of the
Subordinated Indenture relating to subordination will cease to be effective, in
each case with respect to such Debt Securities. In order to exercise such
option, we must deposit, in trust for the benefit of the holders of such Debt
Securities, money or U.S. government obligations, or both, which, through the
payment of principal and interest in respect thereof in accordance with their
terms, will provide money in an amount sufficient to pay the principal of and
any premium and interest on such Debt Securities on the respective stated
maturities in accordance with the terms of the applicable Indenture and such
Debt Securities. Any additional conditions to exercising this option with
respect to a series of Debt Securities will be described in an applicable
prospectus supplement. (Sections 1303 and 1304)
NOTICES
Notices to holders of Debt Securities will be given by mail to the
addresses of such holders as they may appear in the security register. (Sections
101 and 106)
TITLE
We, the Trustees and any agent of ours or of a Trustee may treat the person
in whose name a Debt Security is registered as the absolute owner of the Debt
Security, whether or not such Debt Security may be overdue, for the purpose of
making payment and for all other purposes. (Section 308)
GOVERNING LAW
The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the law of the State of New York. (Section 112)
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DESCRIPTION OF CAPITAL STOCK
Pursuant to our articles of incorporation, our authorized capital stock
consists of 150,000,000 shares of common stock and 30,000,000 shares of
preferred stock. As of May 5, 2000, we had 91,849,801 shares of common stock
outstanding, and no shares of preferred stock outstanding.
COMMON STOCK
Our common shareholders are entitled to one vote per share in the election
of directors and on all other matters submitted to a vote of our common
shareholders. Our common shareholders do not have cumulative voting, preemptive,
subscription, redemption or conversion rights.
Our common shareholders are entitled to receive ratably any dividends
declared by our board of directors out of funds legally available for the
payment of dividends. Dividends on our common stock are, however, subject to any
preferential dividend rights of outstanding preferred stock. We do not intend to
pay cash dividends on our common stock in the foreseeable future, and certain of
our financing arrangements restrict the payment of cash dividends.
Upon our liquidation, dissolution or winding up, our common shareholders
are entitled to receive ratably our net assets available after payment of all of
our debts and other liabilities. Any payment is, however, subject to the prior
rights of any outstanding preferred stock.
The common stock will, when issued, be fully paid and non-assessable.
Our common stock is admitted for trading on the Nasdaq National Market and
trades under the symbol "GLBL."
PREFERRED STOCK
The following summary describes certain general terms of our authorized
preferred stock. If we offer preferred stock, a description will be filed with
the SEC and the specific terms of the preferred stock will be described in the
prospectus supplement, including the following terms:
- the series, the number of shares offered and the liquidation value of the
preferred stock;
- the price at which the preferred stock will be issued;
- the dividend rate, the dates on which the dividends will be payable and
other terms relating to the payment of dividends on the preferred stock;
- the liquidation preference of the preferred stock;
- the voting rights of the preferred stock;
- whether the preferred stock is redeemable or subject to a sinking fund,
and the terms of any such redemption or sinking fund;
- whether the preferred stock is convertible or exchangeable for any other
securities, and the terms of any such conversion; and
- any additional rights, preferences, qualifications, limitations and
restrictions of the preferred stock.
Our articles of incorporation allows our board of directors to issue
preferred stock from time to time in one or more series, without any action
being taken by our shareholders. Subject to the provisions of our articles of
incorporation and limitations prescribed by law, our board of directors may
adopt resolutions to issue shares of a series of our preferred stock, and
establish their terms. These terms may include:
- voting powers;
- designations;
- preferences;
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- dividend rights;
- terms of redemption;
- redemption process;
- conversion or exchange rights; and
- any other terms permitted to be established by our articles of
incorporation and by applicable law.
The preferred stock will, when issued, be fully paid and non-assessable.
ANTI-TAKEOVER PROVISIONS
Certain provisions in our articles of incorporation and bylaws may
encourage persons considering unsolicited tender offers or other unilateral
takeover proposals to negotiate with our board of directors rather than pursue
non-negotiated takeover attempts.
No Written Consent of Shareholders. Our articles of incorporation provides
that any action required or permitted to be taken by our shareholders must be
taken at a duly called annual or special meeting of our shareholders. Special
meetings of our shareholders may be called only by the chairman of our board of
directors, the president, a majority of the board of directors or the executive
committee of the board of directors.
Preferred Stock. Our articles of incorporation authorizes preferred stock.
Our board of directors can set the voting, redemption, conversion and other
rights relating to such preferred stock and can issue such stock in either a
private or public transaction. The issuance of preferred stock, while providing
desired flexibility in connection with possible acquisitions and other corporate
purposes, could adversely affect the voting power of holders of common stock and
the likelihood that such holders will receive dividend payments or payments upon
liquidation. In addition, issuance of preferred stock could have the effect of
delaying, deferring or preventing a change in control of our company.
Foreign Ownership Restrictions. Our articles of incorporation limit
foreign ownership of our capital stock to protect our ability to register our
vessels under U.S. federal law and operate our vessels in United States
coastwise trade. In order to enjoy the benefits of United States registry and
United States coastwise trade, we 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, our president or chief executive
officer and chairman of the board of directors must be United States citizens,
and a majority of a quorum of our board of directors must be United States
citizens. Further, at least 75% of the ownership and voting power of our capital
stock must be held by United States citizens, as defined in the Shipping Act and
the regulations thereunder.
Under our articles of incorporation, any transfer of any shares of capital
stock is void and ineffective as against the Company if it would result in 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) owning or
controlling 23% of our capital stock or voting power (or, if different, 2% less
than the percentage -- currently 25% -- that would prevent the company from
being a United States citizen for purposes of engaging in United States
coastwise domestic shipping). Moreover, if at any time ownership of capital
stock or voting power (either of record or beneficial) by non-United States
citizens exceeds 23% (or the permitted percentage, if different), we may
withhold payment of dividends on, and may suspend the voting rights of, the
shares deemed to be in excess of the permitted percentage.
Our common stock certificates bear legends concerning these restrictions on
ownership by non-United States citizens. In addition, the bylaws authorize the
board of directors (1) to require, as a condition to any transfer of shares on
the records of the Company, representations and other proof as to the identity
of existing or prospective shareholders and (2) to establish and maintain a dual
stock certificate system under
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which different forms of certificates may be used to indicate whether or not the
owner is a United States citizen.
Restrictions on Nomination of Directors and Shareholder Proposals. Our
bylaws establish an advance notice procedure for shareholder nominations of
candidates for election as directors as well as for other shareholder proposals
to be considered at shareholders' meetings. Notice of shareholder proposals and
shareholder director nominations must be given in writing to the Company's
secretary prior to the meeting at which such proposals and/or nomination are
being considered and at least 90 days prior to the anniversary date of the last
annual meeting. In the case of an election at a special meeting, notice must be
given not later than the earlier of the tenth day after the day the special
meeting notice was first mailed to shareholders or otherwise publicly disclosed.
Any notice from a shareholder presenting a proposal or nominating a person
to be a director must contain information about the shareholder and, in the case
of director nominations, all information that would be required to be included
in a proxy statement soliciting proxies for the nominee's election (including
the nominee's written consent to serve as a director if elected). If a meeting's
presiding officer determines that a shareholder's proposal or nomination is not
made in accordance with these procedures, the proposal or nomination may be
disregarded.
Business Combinations under Louisiana Law. As permitted by Louisiana law,
our 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, our subsidiaries and our employees, customers, creditors and
communities.
LIMITATION OF LIABILITY OF OFFICERS AND DIRECTORS
Section 24 of the Louisiana Business Corporation Law authorizes
corporations to limit or eliminate the personal liability of officers and
directors to corporations and their shareholders for monetary damages for breach
of officers' and directors' fiduciary duties, except for:
- any breach of the officer's or director's duty of loyalty to our company
or our shareholders;
- acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 92D of the Louisiana Business
Corporation Law; or
- any transaction from which the officer or director derived an improper
personal benefit.
Our articles of incorporation limits the liability of our officers and
directors to our company and our shareholders to the fullest extent permitted by
Louisiana law. The inclusion of these provisions in our articles of
incorporation may reduce the likelihood of derivative litigation against our
officers and directors, and may discourage or deter shareholders or management
from bringing a lawsuit against our officers and directors for breach of their
duty of care, even though such an action, if successful, might have otherwise
benefited our company and our shareholders.
Both our articles of incorporation and bylaws provide indemnification to
our officers and directors and certain other persons with respect to certain
matters to the maximum extent allowed by Louisiana law as it exists now or may
hereafter be amended. The company has entered into indemnification agreements
with each of our directors, which provide for our directors and officers to be
named as insureds under any directors' and officers' liability insurance
policies maintained by the company. The indemnification agreements also provide
that the company will indemnify each director against losses and expenses
resulting from a claim or claims made against such director for any act, failure
to act or neglect or breach of duty, including: (1) any error, misstatement or
misleading statement committed, suffered, permitted or acquiesced in by the
director, or (2) any of the foregoing alleged by any claimant, or any claim
against the director or executive officer solely by reason of such person being
a director or officer of the company, subject to certain exclusions. The
indemnification agreements also provide certain procedures regarding the
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right to indemnification and for the advancement of expenses. These provisions,
however, do not alter the liability of officers and directors under federal
securities laws and do not affect the right to sue, nor to recover monetary
damages, under federal securities laws for violations thereof.
TRANSFER AGENT AND REGISTRAR
Our transfer agent and registrar for the common stock is American Stock
Transfer & Trust Company.
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
We may offer fractional shares of preferred stock, rather than full shares
of preferred stock. If we decide to offer fractional shares of preferred stock,
we will issue receipts for depositary shares. Each depositary share will
represent a fraction of a share of a particular series of preferred stock, and
the prospectus supplement will indicate that fraction. The shares of preferred
stock represented by depositary shares will be deposited under a deposit
agreement between our company and a depositary that is a bank or trust company
that meets certain requirements and is selected by us. Each owner of a
depositary share will be entitled to all of the rights and preferences of the
preferred stock represented by the depositary share. The depositary shares will
be evidenced by depositary receipts issued pursuant to the deposit agreement.
Depositary receipts will be distributed to those persons purchasing the
fractional shares of preferred stock in accordance with the terms of the
offering.
We have summarized selected provisions of the deposit agreement and the
depositary receipts, but the summary is qualified by reference to the provisions
of the depositary agreement and the depositary receipts.
DIVIDENDS AND OTHER DISTRIBUTIONS
If we pay a cash distribution or dividend on a series of preferred stock
represented by depositary shares, the depositary will distribute such dividends
to the record holders of such depositary shares. If the distributions are in
property other than cash, the depositary will distribute the property to the
record holders of the depositary shares. If the depositary determines, however,
that it is not feasible to make the distribution of property, the depositary
may, with our approval, sell such property and distribute the net proceeds from
such sale to the holders of the preferred stock.
REDEMPTION OF DEPOSITARY SHARES
If we redeem a series of preferred stock represented by depositary shares,
the depositary will redeem the depositary shares from the proceeds received by
the depositary in connection with the redemption. The redemption price per
depositary share will equal the applicable fraction of the redemption price per
share of the preferred stock. If fewer than all the depositary shares are
redeemed, the depositary shares to be redeemed will be selected by lot or pro
rata as the depositary may determine.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the preferred
stock represented by depositary shares are entitled to vote, the depositary will
mail the notice to the record holders of the depositary shares relating to such
preferred stock. Each record holder of these depositary shares on the record
date, which will be the same date as the record date for the preferred stock,
may instruct the depositary as to how to vote the preferred stock represented by
such holder's depositary shares. The depositary will endeavor, insofar as
practicable, to vote the amount of the preferred stock represented by such
depositary shares in accordance with such instructions, and we will take all
action that the depositary deems necessary in order to enable the depositary to
do so. The depositary will abstain from voting shares
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of the preferred stock to the extent it does not receive specific instructions
from the holders of depositary shares representing such preferred stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended by agreement between the
depositary and us. Any amendment that materially and adversely alters the rights
of the holders of depositary shares will not, however, be effective unless such
amendment has been approved by the holders of at least a majority of the
depositary shares then outstanding. The deposit agreement may be terminated by
the depositary or our company only if (1) all outstanding depositary shares have
been redeemed or (2) there has been a final distribution in respect of the
preferred stock in connection with any liquidation, dissolution or winding up of
our company and such distribution has been distributed to the holders of
depositary receipts.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges of
the depositary in connection with the initial deposit of the preferred stock and
any redemption of the preferred stock. Holders of depositary receipts will pay
other transfer fees and other taxes and governmental charges and any other
charges, including a fee for the withdrawal of shares of preferred stock upon
surrender of depositary receipts, as are expressly provided in the deposit
agreement to be for their accounts.
WITHDRAWAL OF PREFERRED STOCK
Upon surrender of depositary receipts at the principal office of the
depositary, subject to the terms of the deposit agreement, the owner of the
depositary shares may demand delivery of the number of whole shares of preferred
stock and all money and other property, if any, represented by those depositary
shares. Partial shares of preferred stock will not be issued. If the depositary
receipts delivered by the holder evidence a number of depositary shares in
excess of the number of depositary shares representing the number of whole
shares of preferred stock to be withdrawn, the depositary will deliver to such
holder at the same time a new depositary receipt evidencing the excess number of
depositary shares. Holders of preferred stock thus withdrawn may not thereafter
deposit those shares under the deposit agreement or receive depositary receipts
evidencing depositary shares therefor.
MISCELLANEOUS
The depositary will forward to holders of depositary receipts all reports
and communications from our company that are delivered to the depositary and
that we are required to furnish to the holders of the preferred stock.
Neither the depositary nor our company will be liable if we are prevented
or delayed by law or any circumstance beyond our control in performing our
obligations under the deposit agreement. The obligations of the depositary and
our company under the deposit agreement will be limited to performance in good
faith of our duties thereunder, and we will not be obligated to prosecute or
defend any legal proceeding in respect of any depositary shares or preferred
stock unless satisfactory indemnity is furnished. We may rely upon written
advice of counsel or accountants, or upon information provided by persons
presenting preferred stock for deposit, holders of depositary receipts or other
persons believed to be competent and on documents believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering notice to our company
of its election to do so, and we may at any time remove the depositary. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. Such successor depositary
must be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank
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or trust company having its principal office in the United States and having a
combined capital and surplus of at least $100 million.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of debt securities, preferred stock,
depositary shares or common stock. Warrants may be issued independently or
together with debt securities, preferred stock, depositary shares or common
stock offered by any prospectus supplement and may be attached to or separate
from any such offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between our company and a bank or
trust company, as warrant agent, all as set forth in the prospectus supplement
relating to the particular issue of warrants. The warrant agent will act solely
as an agent of our company in connection with the warrants and will not assume
any obligation or relationship of agency or trust for or with any holders of
warrants or beneficial owners of warrants.
Reference is made to the prospectus supplement relating to the particular
issue of warrants offered thereby for the terms of and information relating to
such warrants, including, where applicable:
- the designation, aggregate principal amount, currencies, denominations
and terms of the series of debt securities purchasable upon exercise of
warrants to purchase debt securities and the price at which such debt
securities may be purchased upon such exercise;
- the number of shares of common stock purchasable upon the exercise of
warrants to purchase common stock and the price at which such shares of
common stock may be purchased upon such exercise;
- the number of shares and series of preferred stock or depositary shares
purchasable upon the exercise of warrants to purchase preferred stock and
the price at which such shares of such series of preferred stock or
depositary shares may be purchased upon such exercise;
- the designation and number of units of other securities purchasable upon
the exercise of warrants to purchase other securities and the price at
which such other securities may be purchased upon such exercise;
- the date on which the right to exercise such warrants will commence and
the date on which such right will expire;
- United States federal income tax consequences applicable to such
warrants;
- the amount of warrants outstanding as of the most recent practicable
date; and
- any other terms of such warrants.
Warrants will be issued in registered form only. The exercise price for
warrants will be subject to adjustment in accordance with the applicable
prospectus supplement.
Each warrant will entitle the holder thereof to purchase such principal
amount of debt securities or such number of shares of preferred stock,
depositary shares, common stock or other securities at such exercise price as
shall in each case be set forth in, or calculable from, the prospectus
supplement relating to the warrants, which exercise price may be subject to
adjustment upon the occurrence of certain events as set forth in such prospectus
supplement. After the close of business on the expiration date, or such later
date to which such expiration date may be extended by us, unexercised warrants
will become void. The place or places where, and the manner in which, warrants
may be exercised shall be specified in the prospectus supplement relating to
such warrants.
Prior to the exercise of any warrants to purchase debt securities,
preferred stock, depositary shares, common stock or other securities, holders of
such warrants will not have any of the rights of holders of debt securities,
preferred stock, depositary shares, common stock or other securities, as the
case may be, purchasable upon such exercise, including the right to receive
payments of principal of, premium, if any, or interest, if any, on the debt
securities purchasable upon such exercise or to enforce covenants in the
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applicable Indenture, or to receive payments of dividends, if any, on the
preferred stock, depositary shares or common stock purchasable upon such
exercise, or to exercise any applicable right to vote.
PLAN OF DISTRIBUTION
We may sell the offered securities:
- through underwriters or dealers;
- through agents;
- directly to one or more purchasers, including existing shareholders in a
rights offering; or
- through a combination of any such methods of sale.
BY UNDERWRITERS
If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account. The underwriters may resell
the securities in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of
sale. The obligations of the underwriters to purchase the securities will be
subject to certain conditions. Unless indicated in the prospectus supplement,
the underwriters must purchase all of the securities of the series offered by a
prospectus supplement if any of the securities are purchased. Any initial public
offering price and any discounts or concessions allowed or re-allowed or paid to
dealers may be changed from time to time.
BY AGENTS
Offered securities may also be sold through agents designated by us. Unless
indicated in the prospectus supplement, any such agent is acting on a best
efforts basis for the period of its appointment.
DIRECT SALES; RIGHTS OFFERINGS
Offered securities may also be sold directly by us. In this case, no
underwriters or agents would be involved. We may also sell offered securities
upon the exercise of rights, which may be issued to our security holders.
DELAYED DELIVERY ARRANGEMENTS
We may authorize agents, underwriters or dealers to solicit offers by
certain institutional investors to purchase offered securities providing for
payment and delivery on a future date specified in the prospectus supplement.
Institutional investors to which such offers may be made, when authorized,
include commercial and savings banks, insurance companies, pension funds,
investment companies, education and charitable institutions and such other
institutions as may be approved by us. The obligations of any such purchasers
under such delayed delivery and payment arrangements will be subject to the
condition that the purchase of the offered securities will not at the time of
delivery be prohibited under applicable law. The underwriters and such agents
will not have any responsibility with respect to the validity or performance of
such contracts.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of
offered securities may be underwriters as defined in the Securities Act, and any
discounts or commissions received by them from our company and any profit on the
resale of the offered securities by them may be treated as underwriting
discounts and commissions under the Securities Act. Any underwriters or agents
will be identified and their compensation described in a prospectus supplement.
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We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments that the
underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, our company or our subsidiaries in the ordinary course of
their businesses.
LEGAL MATTERS
Our legal counsel, Vinson & Elkins L.L.P., Houston, Texas, will pass upon
certain legal matters in connection with the offered securities. Any
underwriters will be advised about other issues relating to any offering by
their own legal counsel.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from our Annual Report on Form 10-K
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated by reference herein, and has been so
incorporated in reliance upon the report 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 March 31, 2000 and 1999 which is incorporated herein by reference,
Deloitte & Touche LLP have applied limited procedures in accordance with
professional standards for a review of such information. However, as stated in
their report included in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000 and incorporated by reference herein, they did not
audit and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their report on such information should
be restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP are not subject to the liability provisions of Section 11
of the Securities Act of 1933 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 Act.
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[GLOBAL INDUSTRIES, LTD. LOGO]
GLOBAL INDUSTRIES, LTD.