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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): AUGUST 25, 1997
EVI, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-13086 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 4
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 25, 1997, EVI, Inc., a Delaware corporation (the "Company"),
completed the acquisition (the "XLS Acquisition") of all of the capital stock
of XLS Holding, Inc., a Texas corporation ("XLS"), pursuant to an Agreement and
Plan of Merger dated as of July 16, 1997, as amended (the "Merger Agreement").
Under the terms of the Merger Agreement, the Company acquired XLS in exchange
for the issuance of approximately 907,000 shares of the Company's common stock,
$1.00 par value. The purchase price was determined through negotiations with
XLS.
XLS designs, manufactures and markets high performance connectors for
marine applications, such as conductors, risers and offshore structural
components. The Company intends to continue to operate the business of XLS and
integrate XLS's operations with those of the Company's Grant Prideco tubular
products division and to offer XLS' line of connectors in conjunction with the
Company's own line of engineered connections and premium tubulars.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statements of XLS required, if any, for this item 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.
As of the date of this report, it is 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 XLS 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 - Agreement and Plan of Merger dated as of July 16, 1997, as
amended, by and among XLS Holding, Inc., a Texas
corporation, EVI, Inc., a Delaware corporation, and GPXL,
Inc., a Texas corporation.
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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.
EVI, INC.
Dated: August 25, 1997 /s/ JAMES G. KILEY
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James G. Kiley
Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Number Exhibit
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2.1 Agreement and Plan of Merger dated as of July 16, 1997, as amended, by and
among XLS Holding, Inc., a Texas corporation, EVI, Inc., a Delaware
corporation, and GPXL, Inc., a Texas corporation.
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