1
================================================================================
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): OCTOBER 20, 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
================================================================================
Page 1
Exhibit Index Appears on Page 5
2
ITEM 5. OTHER EVENTS.
THIRD QUARTER EARNINGS
On October 20, 1997, EVI, Inc., a Delaware corporation (the "Company"),
announced its earnings for the quarter ended September 30, 1997. A copy of the
press release announcing the Company's earnings for the quarter ended September
30, 1997, is filed as Exhibit 99.1 and is hereby incorporated herein by
reference.
DECEMBER 31, 1996 FINANCIAL STATEMENTS - RESTATEMENT TO REFLECT MAY 1997 STOCK
SPLIT
On May 12, 1997, the Company effected a two-for-one stock split.
Subsequent to the stock split, the Company has restated its financial
statements for the year ended December 31, 1996, to reflect the stock split.
Such restated financial statements are filed as Exhibit 99.2 and are hereby
incorporated herein by reference.
TRICO ACQUISITION
On October 9, 1997, the Company entered into an agreement ("Trico
Purchase Agreement") to acquire Trico Industries, Inc. ("Trico"), a Texas-based
manufacturer and distributor of sub-surface reciprocating pumps, sucker rods,
accessories and hydraulic lift systems, from PACCAR Inc ("PACCAR") for cash
consideration of $105 million, subject to adjustments for changes in the net
assets from August 31, 1997, to the date of closing. Trico has manufacturing
locations in San Marcos and Greenville, Texas, and operates 35 service locations
throughout the oil and natural gas producing regions in the United States. Trico
also owns a 30% interest in BMW Monarch (Lloydminster) Ltd. ("BMW Monarch"), a
Canadian distributor of progressing cavity pumps and other oilfield equipment.
Trico is the largest manufacturer of hydraulic lift systems in the world.
Hydraulic lift is a specialty technology that addresses high volume wells
typically in deviated configurations. Trico's hydraulic lift technology
constitutes an important addition to the Company's rod lift, progressing cavity
lift and gas lift product lines. The addition of Trico's hydraulic lift
technology is expected to further enhance the Company's ability to provide its
clients with a complete line of artificial lift solutions. The Company's
acquisition of Trico is subject to various conditions, including the receipt of
all necessary governmental consents and approvals and the expiration of all
applicable waiting periods.
BMW ACQUISITION
On October 9, 1997, the Company entered into an agreement ("BMW
Purchase Agreement") to acquire all of the outstanding shares of BMW Monarch not
owned by Trico and all of the outstanding shares of BMW Pump, Inc. ("BMW Pump")
for an aggregate cash consideration of C$130 million, subject to adjustments for
changes in the net assets of BMW Pump and BMW Monarch from March 31, 1997, to
the date of closing. BMW Pump is a Canadian-based manufacturer of progressing
cavity pumps and BMW Monarch is a Canadian supplier of progressing cavity pumps
as well as other production related oilfield products. The acquisition of BMW
Pump and BMW Monarch is expected to allow the Company to consolidate the
manufacturing, marketing, applications engineering and service operations of BMW
Pump and BMW Monarch with those of the Company in Canada. The Company also
intends to expand BMW Pump's sales outside of Canada through the use of the
Company's international and United States distribution network. The acquisition
of BMW Monarch and BMW Pump is subject to various conditions, including the
closing of the Company's acquisition of Trico and the receipt of all necessary
governmental consents and approvals and the expiration of all applicable waiting
periods.
Page 2
3
A copy of the press release announcing the signing of the Trico
Purchase Agreement and the BMW Purchase Agreement is filed as Exhibit 99.3 and
is hereby incorporated herein by reference.
Statements made herein that are forward-looking in nature are intended
to be "forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934. Although the Company believes that the
expectations described herein are reasonable, the actual results could differ
materially from those currently anticipated. Factors that could cause results
to differ materially include changes in industry conditions and demand for oil
and gas, changes in the market for artificial lift systems and progressing
cavity pumps and delays in the ability of the Company to fully integrate the
operations of Trico, BMW Monarch and BMW Pump and achieve the strategic
benefits described above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 - Stock Purchase Agreement dated as of October 9, 1997,
between EVI, Inc. and PACCAR Inc.
2.2 - Stock Purchase Agreement dated as of October 9, 1997,
among certain shareholders of BMW Monarch (Lloydminster)
Ltd., the shareholders of BMW Pump Inc., the shareholder
of Makelki Holdings Ltd., the shareholder of 589979
Alberta Ltd., the shareholders of 600969 Alberta Ltd., the
shareholders of 391862 Alberta Ltd. and EVI, Inc.
23.1 - Consent of Arthur Andersen LLP with respect to the
financial statements of EVI, Inc.
23.2 - Consent of Arthur Andersen LLP with respect to the
financial statements of EVI, Inc.
99.1 - Press Release of the Company dated October 20, 1997,
announcing the Company's earnings for the quarter ended
September 30, 1997.
99.2 - Financial Statements of the Company restated to reflect
May 1997 stock split.
99.3 - Press Release of the Company dated October 9, 1997,
announcing the signing of the Trico Purchase Agreement and
the BMW Purchase Agreement.
Page 3
4
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: October 20, 1997 /s/ Frances R. Powell
---------------------------------
Frances R. Powell
Vice President, Accounting
and Controller
Page 4
5
INDEX TO EXHIBITS
Number Exhibit
- - - - - - - - - - - - - - - ------ -------
2.1 - Stock Purchase Agreement dated as of October 9, 1997, between
EVI, Inc. and PACCAR Inc.
2.2 - Stock Purchase Agreement dated as of October 9, 1997, among
certain shareholders of BMW Monarch (Lloydminster) Ltd., the
shareholders of BMW Pump Inc., the shareholder of Makelki Holdings
Ltd., the shareholder of 589979 Alberta Ltd., the shareholders
of 600969 Alberta Ltd., the shareholders of 391862 Alberta Ltd.
and EVI, Inc.
23.1 - Consent of Arthur Andersen LLP with respect to the financial
statements of EVI, Inc.
23.2 - Consent of Arthur Andersen LLP with respect to the financial
statements of EVI, Inc.
99.1 - Press Release of the Company dated October 20, 1997, announcing
the Company's earnings for the quarter ended September 30, 1997.
99.2 - Financial Statements of the Company restated to reflect May 1997
stock split.
99.3 - Press Release of the Company dated October 9, 1997, announcing
the signing of the Trico Purchase Agreement and the BMW Purchase
Agreement.
Page 5