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As filed with the Securities and Exchange Commission on January 13, 1998
Registration Number 33-77960
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SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EVI, INC.
(Exact name of registrant as specified in its charter)
SEE TABLE OF ADDITIONAL REGISTRANTS BELOW
DELAWARE 3498 04-2515019
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027-3415
(713) 297-8400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
BERNARD J. DUROC-DANNER
EVI, INC.
5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027-3415
(713) 297-8400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
CURTIS W. HUFF
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: Not applicable.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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TABLE OF ADDITIONAL REGISTRANTS
Primary
Standard Address Including Zip Code
State or Other Industrial IRS and Telephone Number
Jurisdiction of Classification Employer Including Area Code of
Name Incorporation Code No. ID No. Principal Executive Offices
-------------------------------------- --------------- --------------- --------------- ---------------------------
Energy Ventures Far East Limited Hong Kong 3561 None *
EVI Oil Tools, Inc. Delaware 3561 75-2204250 *
Grant Prideco, Inc. Delaware 3498 76-0312499 *
- - - - - - - - - - - - - - - ---------
* 5 Post Oak Park, Suite 1760, Houston, Texas 77027-3415
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EXPLANATORY NOTE
The purpose of this Post-Effective Amendment No. 1 is to deregister an
aggregate of $120,102,500 principal amount of 10 1/4% Senior Notes due 2004 and
10 1/4% Senior Notes due 2004, Series B (collectively, the "Notes") of EVI, Inc.
(formerly known as Energy Ventures, Inc.) that were registered under the
Securities Act of 1933 (the "Act") pursuant to a Registration Statement on Form
S-4 (Reg. No. 33-77960) (the "Registration Statement") for sale pursuant to a
market-making prospectus by Lehman Brothers Inc. ("Lehman"). The Registrants
under the Registration Statement included EVI, Inc. (the "Company") and certain
of the Company's subsidiaries acting as subsidiary guarantors of the Notes
(collectively, the "Subsidiary Guarantors").
In connection with the Company's tender offer and consent solicitation
(the "Tender Offer") for the outstanding Notes, an aggregate of $119,980,000
principal amount of the outstanding Notes (representing 99.9% of the $120
million principal amount of Notes outstanding) validly tendered pursuant to the
Tender Offer and were accepted for payment by the Company on December 15, 1997
(the "Repurchase"). Prior to the Repurchase, 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 of the Repurchase and the execution of the Supplemental
Indenture, Lehman will no longer engage in market-making activities with
respect to the Notes. Thus, the Company has determined that the Notes that
were registered by Registration Statement can be removed from registration.
Therefore, pursuant to the undertaking made by the Company required by
Item 512(a)(3) of Regulation S-K, the Company files this Post-Effective
Amendment No. 1 to the Registration Statement for the purpose of removing the
Notes from registration under the Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on January 12, 1998.
EVI, INC.
By: /s/ Bernard J. Duroc-Danner
--------------------------------
Bernard J. Duroc-Danner
President, Chief Executive
Officer and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Bernard J. Duroc-Danner President, Chief Executive Officer January 12, 1998
------------------------------------- and Director
Bernard J. Duroc-Danner (Principal Executive Officer)
/s/ James G. Kiley Vice President and January 12, 1998
------------------------------------- Chief Financial Officer
James G. Kiley (Principal Financial Officer)
/s/ Frances R. Powell Vice President, Accounting and January 12, 1998
------------------------------------- Controller
Frances R. Powell (Principal Accounting Officer)
* Director and January 12, 1998
------------------------------------- Chairman of the Board
David J. Butters
* Director January 12, 1998
-------------------------------------
Uriel E. Dutton
* Director January 12, 1998
-------------------------------------
Eliot M. Fried
Director
-------------------------------------
Sheldon S. Gordon
Director
-------------------------------------
Sheldon B. Lubar
* Director January 12, 1998
-------------------------------------
Robert B. Millard
* Director January 12, 1998
-------------------------------------
Robert A. Rayne
*By: /s/ Bernard J. Duroc-Danner
--------------------------------
Bernard J. Duroc-Danner
Pursuant to Power of Attorney
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants certifies that it has duly caused this Post-Effective Amendment No.
1 to the Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on January 12, 1998.
EVI OIL TOOLS, INC.
GRANT PRIDECO, INC.
By: /s/ Bernard J. Duroc-Danner
------------------------------------
Bernard J. Duroc-Danner
Chairman of the Board,
Chief Executive Officer and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Bernard J. Duroc-Danner Chairman of the Board, January 12, 1998
---------------------------------- Chief Executive Officer and Director
Bernard J. Duroc-Danner (Principal Executive Officer)
/s/ James G. Kiley Vice President, Treasurer, January 12, 1998
---------------------------------- Secretary and Director
James G. Kiley (Principal Financial Officer)
/s/ Frances R. Powell Vice President, Controller January 12, 1998
---------------------------------- and Assistant Secretary
Frances R. Powell (Principal Accounting Officer)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on January 12, 1998.
ENERGY VENTURES FAR EAST LIMITED
By: /s/ Bernard J. Duroc-Danner
------------------------------
Bernard J. Duroc-Danner
Chairman of the Board,
President and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Bernard J. Duroc-Danner Chairman of the Board, January 12, 1998
---------------------------------- President and Director
Bernard J. Duroc-Danner (Principal Executive Officer)
/s/ James G. Kiley Vice President, Treasurer, January 12, 1998
---------------------------------- and Assistant Secretary
James G. Kiley (Principal Financial Officer)
/s/ Frances R. Powell Vice President, Controller January 12, 1998
---------------------------------- and Assistant Secretary
Frances R. Powell (Principal Accounting Officer)
/s/ John C. Coble Director January 12, 1998
----------------------------------
John C. Coble
/s/ Ghazi J. Hashem Director January 12, 1998
----------------------------------
Ghazi J. Hashem