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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): DECEMBER 10, 1996
ENERGY VENTURES, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-7265 04-2515019
(State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
5 POST OAK PARK, SUITE 1760,
HOUSTON, TEXAS 77027-3415
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 297-8400
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Exhibit Index Appears on Page 6
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 10, 1996, Energy Ventures, Inc., a Delaware corporation
(the "Company"), completed the acquisition (the "Arrow Acquisition") of the
operating assets of Arrow Completion Systems, Inc., a Texas corporation
("Arrow"), from Weatherford Enterra, Inc., a Delaware corporation, pursuant to
a Stock Purchase Agreement dated as of October 18, 1996 (the "Arrow
Agreement"). Under the terms of the Arrow Agreement, the Company paid
consideration of approximately $21.3 million cash and assumed certain
liabilities of Arrow. The cash consideration paid in the Arrow Acquisition was
funded with a portion of the proceeds from the Company's recent sale of its
Mallard Bay drilling rig division to Parker Drilling Company. The principle
followed in fixing the purchase price for Arrow under the Arrow Agreement was
based on negotiations between the parties.
Arrow is a manufacturer and distributor of downhole packers and oil
recovery and completion service tools. The Company currently intends to
integrate the operations of Arrow with those of its oil tools division and to
offer Arrow's product line and services in conjunction with the Company's own
line of oilfield equipment, tools and services.
A copy of the press release announcing the closing of the Arrow
Agreement is filed as Exhibit 99.1 and is hereby incorporated herein by
reference.
ITEM 5. OTHER EVENTS.
On December 5, 1996, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with GulfMark Acquisition Co., a Delaware
corporation and wholly owned subsidiary of the Company, GulfMark International,
Inc., a Delaware corporation ("GulfMark"), and New GulfMark International,
Inc., a Delaware corporation and wholly owned subsidiary of GulfMark ("New
GulfMark"), providing for the acquisition by the Company of GulfMark pursuant
to a tax free merger (the "Merger") in which approximately 2.2 million shares
of the Company's common stock, $1.00 par value (the "Common Stock"), will be
issued to the stockholders of GulfMark.
Prior to the Merger, GulfMark will contribute its marine
transportation services business to New GulfMark and will then spin-off to its
stockholders the stock of New GulfMark. Following the spin-off, the remaining
assets of GulfMark will consist of approximately 2.2 million shares of the
Company's Common Stock, GulfMark's erosion control business and certain
corporate and miscellaneous assets. It is anticipated that GulfMark will have
no material debt as of the consummation of the Merger. The acquisition of
GulfMark is expected to increase the Company's stockholder base while allowing
it to acquire a profitable low cost business with potential synergies with the
Company's businesses at an attractive price.
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The Merger is subject to various conditions, including the receipt of
all required regulatory approvals and the expiration or termination of all
waiting periods (and extensions thereof) under the Hart-Scott-Rodino Act.
Although there can be no assurance that the Merger will close, the Company
currently anticipates that the acquisition will be consummated shortly after
the receipt of such regulatory approvals and the approval of the Merger by the
stockholders of the Company and GulfMark.
A copy of the press release announcing the signing of the Merger
Agreement is filed as Exhibit 99.2 and is hereby incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The Company is currently in the process of obtaining financial
statements with respect to Arrow. The financial statements of Arrow required,
if any, for this item are not currently available and will be filed, if
required, by the Company by an amendment to this report as soon as practical,
but not later than 60 days after this report must be filed.
(b) Pro Forma Financial Information.
The Arrow Acquisition will be accounted for as a purchase and will
require an allocation of the purchase price among the acquired assets. As of
the date of this report, such allocation has not been completed and it would be
impracticable for the Company to provide the pro forma financial information
required, if any, pursuant to Article 11 of Regulation S-X with respect to the
Arrow Acquisition. Such pro forma financial information will be filed, if
required, by the Company by an amendment to this report as soon as practical,
but not later than 60 days after this report must be filed.
(c) Exhibits.
2.1 - Asset Purchase Agreement dated as of October 18, 1996, by
and among Energy Ventures, Inc., Arrow Completion Systems,
Inc. and Weatherford Enterra, Inc.
2.2 - Agreement and Plan of Merger dated as of December 5, 1996,
among Energy Ventures, Inc., GulfMark Acquisition Co.,
GulfMark International, Inc. and New GulfMark
International, Inc.
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2.3 - Agreement and Plan of Distribution dated as of December 5,
1996, by and among GulfMark International, Inc., New
GulfMark International, Inc. and Energy Ventures, Inc.
4.1 - Amended and Restated Credit Agreement among Energy
Ventures, Inc., the Subsidiary Guarantors defined therein,
the Lenders defined therein and The Chase Manhattan Bank
dated as of December 6, 1996, including the form of Note.
99.1 - Press Release of the Company dated December 11, 1996,
announcing the closing of the Arrow Agreement.
99.2 - Press Release of the Company dated December 5, 1996,
announcing the signing of the Merger Agreement.
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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.
ENERGY VENTURES, INC.
Dated: December 23, 1996 /s/ FRANCES R. POWELL
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Frances R. Powell
Vice President, Accounting
and Controller
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INDEX TO EXHIBITS
Number Exhibit
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2.1 Asset Purchase Agreement dated as of October 18, 1996, by and among Energy
Ventures, Inc., Arrow Completion Systems, Inc. and Weatherford Enterra,
Inc.
2.2 Agreement and Plan of Merger dated as of December 5, 1996, among Energy
Ventures, Inc., GulfMark Acquisition Co., GulfMark International, Inc. and
New GulfMark International, Inc.
2.3 Agreement and Plan of Distribution dated as of December 5, 1996, by and
among GulfMark International, Inc., New GulfMark International, Inc. and
Energy Ventures, Inc.
4.1 Amended and Restated Credit Agreement among Energy Ventures, Inc., the
Subsidiary Guarantors defined therein, the Lenders defined therein and The
Chase Manhattan Bank dated as of December 6, 1996, including the form of
Note.
99.1 Press Release of the Company dated December 11, 1996, announcing the
closing of the Arrow Agreement.
99.2 Press Release of the Company dated December 5, 1996, announcing the signing
of the Merger Agreement.
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