Friede Goldman International, Inc.
Ticker:FGII 525 E. Capitol Street, Suite 402
Exchange:NASDAQ-National Market Jackson, MS 39201
Industry:Manufacturing (SIC Code 3731) (601) 352-1107

Offering Information
Type of Shares:Common Shares Filing Date:5/22/97
U.S. Shares:4,665,000 Offer Date:7/21/97
Non-U.S. Shares:0 Filing Range:$13.00 - $14.50
Primary Shares:2,650,000 Offer Price:$17.00
Secondary Shares:2,015,000 Gross Spread:$1.19
Offering Amount: $64,143,750 Selling:$0.72
Expenses: - Reallowance:$0.10
Shares Out After:11,500,000

Primary Underwriting Group
ManagerTierPhone
Jefferies & Company IncorporatedLead Manager (212) 903-2342
Bear, Stearns & Co. Inc.Co-manager (212) 272-4850
Johnson Rice & CompanyCo-manager (504) 525-3767

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Andrews & Kurth
Bank's Law Firm: Thompson & Knight
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 3/31/97 3/31/96
Revenue:$25.53$18.66$2.96Assets:
Net Income:$2.26$2.85$3.80Curr Assets:
EPS:$0.25$0.31$0.41Liabilities:
Prior EPS:$5.35$1.09Curr Liabilities:
Cash Flow/Oper:$4.88Equity:
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading provider of conversion, retrofit and repair services for offshore drilling rigs, including jackups, submersibles, semisubmersibles and drillships. In the last seven years, the company has completed 47 offshore drilling rig conversion or retrofit projects, which the company believes is more than any other shipyard company in the United States. The company, through its acquisition of Friede & Goldman in December 1996, is also one of the world's largest designers of offshore drilling rigs. The company offers its customers a full range of design, engineering, construction, conversion, retrofit and repair services for offshore drilling rigs, including construction of new-build offshore drilling rigs. The company's customers consist primarily of drilling contractors that drill offshore exploratory and development wells for oil and gas companies throughout the world, particularly in the Gulf of Mexico, the North Sea and areas offshore of West Africa and South America.

Use of Proceeds
The proceeds from the proposed offering will be used to fund a portion of the company's anticipated capital requirements over the next 12 to 18 months, including capital expenditures to construct and equipment a new shipyard, capital expenditures to improve the productive capacity and efficiency of the existing shipyard, research and development costs relating to the design of new offshore drilling rigs and floating production units, working capital requirements and other general corporate purposes.

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