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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 31, 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 6
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ITEM 5. OTHER EVENTS.
CHRISTIANA ACQUISITION
On December 12, 1997, EVI, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Christiana
Acquisition, Inc., a Wisconsin corporation and wholly owned subsidiary of the
Company, Christiana Companies, Inc., a Wisconsin corporation ("Christiana"), and
C2, Inc.("C2"), a Wisconsin corporation, pursuant to a tax free merger (the
"Merger") in which approximately 3.9 million shares of the Company's common
stock, $1.00 par value (the "Common Stock"), will be issued to the stockholders
of Christiana.
Prior to the Merger, Christiana will sell two-thirds of its interest
(the "Logistic Sale") in Total Logistic Control, LLC, a Delaware limited
liability company and wholly owned subsidiary of Christiania ("Logistic"), to C2
for consideration of approximately $10.7 million. Following the Logistic Sale,
the remaining assets of Christiana will consist of (i) approximately 3.9 million
shares of the Company's Common Stock, (ii) a one-third interest in Logistic and
(iii) cash and other assets with a book value of approximately $10 million. It
is anticipated that Christiana will have no material debt as of the consummation
of the Merger, but will have various tax liabilities which will be paid with the
cash remaining in Christiana after the Merger. The acquisition of Christiana is
expected to increase the Company's stockholder base while allowing the company
to acquire a one-third interest in a profitable business engaged in the
refrigeration and warehousing 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 Act.
Although there can be no assurance that the Merger will close, the Company
currently anticipates that the acquisition will be consummated shortly after
receipt of such regulatory approvals and the approval of the Merger by the
stockholders of the Company and Christiania, and of the approval of the
Logistic Sale by the stockholders of Christiana.
COMPLETION OF TENDER OFFER
On December 15, 1997, the Company completed a cash tender offer and
consent solicitation (the "Tender Offer") relating to the Company's
outstanding 10 1/4% Senior Notes due 2004 and 10 1/4% Senior Notes due 2004,
Series B (collectively, the "Notes"). The Tender Offer expired at 12:00
midnight, New York City time, on Friday, December 12, 1997. An aggregate of
$119,980,000 principal amount of the Notes (representing 99.9% of the $120
million principal amount of Notes outstanding) validly tendered pursuant to the
Tender Offer were accepted for payment by the Company.
The Company entered into a supplemental indenture (the "Supplemental
Indenture") to the indenture governing the Notes (the "Indenture") incorporating
amendments to which tendering holders of the Notes consented. These amendments
eliminated or amended certain of the principal restrictive covenants contained
in the Indenture and released all subsidiary guarantors under the Indenture. As
a result, the holders of untendered Notes will be bound thereby. A copy of the
Supplemental Indenture is attached hereto as Exhibit 4.1 and is hereby
incorporated herein by reference.
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HOUSTON WELL SCREEN ACQUISITION
On December 17, 1997, the Company entered into an agreement to acquire
the Houston Well Screen group of companies from Van der Horst Limited, a
Singapore company, for a total purchase price of approximately $28 million. The
acquisition includes the purchase of Van der Horst USA Inc., which is the
holding company of Houston Well Screen Company ("HWS"), and of Houston Well
Screen Asia Pte Ltd. ("HWA") which has operations in Singapore and Indonesia.
HWS and HWA make wedge-wire screen products for use in oil and gas production
and other applications. The Company's acquisition of the Houston Well Screen
companies is subject to various conditions, including the receipt of all
necessary governmental consents and approvals and the expiration of all
applicable waiting periods.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 - Agreement and Plan of Merger by and among EVI, Inc.,
Christiana Acquisition, Inc., Christiana Companies, Inc.
and C2, Inc. dated December 12, 1997.
2.2 - Agreement by and among EVI, Inc., Total Logistic Control,
LLC, Christiana Companies, Inc. and C2, Inc. dated
December 12, 1997.
2.3 - Letter Agreement by and among EVI, Inc., Christiana
Acquisition, Inc., Christiana Companies, Inc. and C2,
Inc. dated December 12, 1997.
2.4 - Amended and Restated Arrangement Agreement by and between
Taro Industries Limited, and EVI, Inc. and 756745 Alberta
Ltd. and 759572 Alberta Ltd. dated as of December 5, 1997.
4.1 - Fifth Supplemental Indenture by and between EVI, Inc. and
The Chase Manhattan Bank dated as of December 12, 1997
(including the Form of Note and Form of Exchange Note).
4.2 - Second Amendment to Amended and Restated Credit Agreement
by and between EVI, Inc., the Subsidiary Guarantors
defined therein and The Chase Manhattan Bank and the other
lenders defined therein dated as of October 23, 1997.
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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: December 31, 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 Agreement and Plan of Merger by and among EVI, Inc., Christiana
Acquisition, Inc., Christiana Companies, Inc. and C2, Inc. dated December
12, 1997.
2.2 Agreement by and among EVI, Inc., Total Logistic Control, LLC, Christiana
Companies, Inc. and C2, Inc. dated December 12, 1997.
2.3 Letter Agreement by and among EVI, Inc., Christiana Acquisition, Inc.,
Christiana Companies, Inc. and C2, Inc. dated December 12, 1997.
2.4 Amended and Restated Arrangement Agreement by and between Taro Industries
Limited, and EVI, Inc. and 756745 Alberta Ltd. and 759572 Alberta Ltd.
dated as of December 5, 1997.
4.1 Fifth Supplemental Indenture by and between EVI, Inc. and The Chase
Manhattan Bank dated as of December 12, 1997 (including the Form of Note
and Form of Exchange Note).
4.2 Second Amendment to Amended and Restated Credit Agreement by and between
EVI, Inc., the Subsidiary Guarantors defined therein and The Chase
Manhattan Bank and the other lenders defined therein dated as of October
23, 1997.
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