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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO CURRENT REPORT ON FORM 8-K
ON
FORM 8-K/A
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 5
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INTRODUCTORY NOTE
On December 26, 1996, Energy Ventures, Inc. (the "Company") filed a
Current Report on Form 8-K (the "Original Report") disclosing the acquisition
of the operating assets of Arrow Completion Systems, Inc. ("Arrow") under Item
2 of the Original Report. Since such filing, the Company has obtained the
financial statements with respect to Arrow and has determined that the
acquisition of the assets of Arrow did not constitute an acquisition of a
significant amount of assets as defined in the instructions to Item 2. As a
result of such determination, this Amendment No. 1 to the Original Report
hereby deletes Item 2 of the Original Report in its entirety and restates Items
5 and 7 in their entirety.
ITEM 5. OTHER EVENTS.
GulfMark Acquisition
On December 5, 1996, Energy Ventures, Inc., a Delaware corporation
(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 at an attractive price.
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 Anti-trust
Improvements Act of 1976, as amended. 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.
Arrow Acquisition
On December 10, 1996, 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
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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.
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 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(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. (incorporated by
reference to Exhibit No. 2.1 to Form 8-K, File 0-7265,
filed December 26, 1996).
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. (incorporated by reference to Exhibit
No. 2.2 to Form 8-K, File 0-7265, filed December 26,
1996).
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.
(incorporated by reference to Exhibit No. 2.3 to Form 8-K,
File 0-7265, filed December 26, 1996).
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
(incorporated by reference to Exhibit No. 4.1 to Form 8-K,
File 0-7265, filed December 26, 1996).
99.1 - Press Release of the Company dated December 11, 1996,
announcing the closing of the Arrow Agreement
(incorporated by reference to Exhibit No. 99.1 to Form
8-K, File 0-7265, filed December 26, 1996).
99.2 - Press Release of the Company dated December 5, 1996,
announcing the signing of the Merger Agreement
(incorporated by reference to Exhibit No. 99.2 to Form
8-K, File 0-7265, filed December 26, 1996).
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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: January 23, 1997 /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.
(incorporated by reference to Exhibit No. 2.1 to Form
8-K, File 0-7265, filed December 26, 1996).
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. (incorporated by reference to
Exhibit No. 2.2 to Form 8-K, File 0-7265, filed December
26, 1996).
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. (incorporated by reference to Exhibit No.
2.3 to Form 8-K, File 0-7265, filed December 26, 1996).
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 (incorporated by reference to Exhibit
No. 4.1 to Form 8-K, File 0-7265, filed December 26,
1996).
99.1 Press Release of the Company dated December 11, 1996,
announcing the closing of the Arrow Agreement
(incorporated by reference to Exhibit No. 99.1 to Form
8-K, File 0-7265, filed December 26, 1996).
99.2 Press Release of the Company dated December 5, 1996,
announcing the signing of the Merger Agreement
(incorporated by reference to Exhibit No. 99.2 to Form
8-K, File 0-7265, filed December 26, 1996).
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