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Horizon Offshore, Inc.
2500 City West Boulevard, Suite 2200, Houston, TX 77042 * (713) 361-2600

The company provides marine construction services to the offshore oil and gas industry primarily in the United States Gulf of Mexico. The company's marine fleet is used to install marine pipelines to transport oil and gas from newly installed platforms.

Primary Underwriting Group
ManagerTierPhone
Salomon Smith BarneyLead Manager (212) 723-7300
PaineWebber IncorporatedCo-manager (212) 713-2626
Raymond James & Associates, Inc.Co-manager (813) 573-8108

Offering Information
NASNTL:HOFF Construction: SIC 1629
Type of Shares:Common Shares Filing Date:1/9/98
U.S. Shares:5,000,000 Offer Date:4/1/98
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:5,000,000 Offer Price:$13.00
Secondary Shares:0 Gross Spread:$0.91
Offering Amount: $65,000,000 Selling:$0.53
Expenses:$0 Reallowance:$0.10
Post-IPO Shares: -
Employees:245

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Jones, Walker,Waechter, Poitevent Carrere & Denegr
Bank's Law Firm: Andrews & Kurth
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$14.09$22.20$9.30Assets:$42.56
Net Income:-$9.58$0.79-$1.91Curr Assets:$12.37
EPS:-$0.68$0.06-$0.14Liabilities:$24.17
Prior EPS:Curr Liab:$9.52
Cash Flow/Oper:-$9.57-$1.21Equity:$18.39
Cash Flow/Fin:$38.13$3.09Cash:$1.21
Cash Flow/Inv:-$25.92-$3.32Working Cap:$2.85

Competition
The Company's business is highly competitive. Marine construction companies operating offshore in the Gulf of Mexico compete vigorously for available projects. Contracts for the Company's services are generally awarded on a competitive bid basis, and while customers may consider, among other things, the availability and capabilities of equipment, and the reputation, safety record and experience of the contractor, intense price competition is the primary factor in determining which qualified contractor is awarded the job. As the Company increases the portion of its operations conducted in water depths in excess of 200 feet and internationally, it will encounter additional competitors, many of whom have greater experience than the Company in such markets. Many of the Company's competitors and potential competitors are larger and have greater financial and other resources than the Company. Competitors with greater financial resources may be willing to sustain losses on certain projects to prevent further market entry by other competitors. In addition, marine construction vessels have few alternative uses and, because of their nature and the environment in which they work, have relatively high maintenance costs whether or not operating. Because these costs are essentially fixed, and in order to avoid the additional expenses associated with temporarily idling or "stacking" its vessels, some competitors may from time to time bid contracts at rates below those of the Company in order to cover their variable operating expenses and contribute to their fixed operating expenses. Moreover, increased activity levels in the Gulf of Mexico may attract additional competitors or marine equipment to the Gulf of Mexico market area.

Business Plan
The Company's business strategy is designed to capitalize on the positive trends and current opportunities in the marine construction industry. Key elements of the Company's strategy are to: (I) Maintain Focus in Gulf, (ii) Expand Operating Capabilities, (iii) Pursue Selected International Expansion Opportunities, (iv) Provide DerrickServices and (v) Deliver Superior Execution.

Use of Proceeds
The proceeds from the proposed offering will be used to construct the Pacific Horizon, to repay indebtedness incurred primarily for vessel acquisitions and upgrades, for general corporate purposes including acquisitions, vessel and facilities upgrades and working capital.

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