UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report : June 24, 2004 Date of earliest event reported : June 22, 2004 Compressco, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 72-1235449 (State or Other Jurisdiction (IRS Employer of Incorporation) Identification No.) 33-61888-FW (Commission File Number) 1313 SE 25th Street Oklahoma City, Oklahoma 73129 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (405) 677-0221 Item 5. Other Events and Required FD Disclosure Compressco, Inc. ("Compressco") and TETRA Technologies, Inc. ("TETRA") jointly issued a press release that they have entered into a definitive agreement in which TETRA will acquire Compressco. The acquisition is structured as a merger of a TETRA wholly-owned subsidiary into Compressco, with Compressco surviving as a subsidiary of TETRA. The cost of the acquisition will approximate $93.5 million in cash, plus the assumption of about $15.5 million of associated debt. The transaction is expected to close in the third quarter of 2004. The press release is attached to this Form 8-K as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits. Exhibit Description - ------- ----------- 99.1 Press Release dated June 23, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COMPRESSCO, INC. Date: June 24, 2004 /s/ Brooks Mims Talton, III ------------------------------------- Brooks Mims Talton, III President and Chief Executive Officer