1 ================================================================================ 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): MAY 1, 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 4 2 INTRODUCTORY NOTE EVI, Inc. (the "Company") hereby amends its Current Report on Form 8-K dated May 1, 1997, with this Amendment No. 1 on Form 8-K/A to restate Item 7 in its entirety. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. The financial statements of the GulfMark Retained Assets, the business acquired by the Company, for the periods specified in Rule 3-05(b) of Regulation S-X have been previously filed with the Securities and Exchange Commission as part of the Company's Registration Statement on Form S-4 (Reg. No. 333-24133), as amended, and are incorporated herein by reference. (b) Pro Forma Financial Information. The pro forma financial information required pursuant to Article 11 of Regulation S-X has been previously filed with the Securities and Exchange Commission as part of EVI's Registration Statement on Form S-4 (Reg. No. 333-24133), as amended, and are incorporated herein by reference. (c) Exhibits. 2.1 - 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 1-13086, filed December 26, 1996). 2.2 - 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 1-13086, filed December 26, 1996). 2.3 - First Amendment to Agreement and Plan of Merger dated March 27, 1997 (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4 (Reg. No. 333-24133)). 3.1 - Restated Certificate of Incorporation of the Company, as amended on May 6, 1997 (incorporated by reference to Exhibit No. 3.1 to Form 8-K, File 1-13086, filed May 14, 1997). 23.2 - Consent of Arthur Andersen LLP, with respect to the financial statements of GulfMark Retained Assets (incorporated by reference to Exhibit No. 23.2 to Form 8-K, File 1-13086, filed May 14, 1997). 99.1 - Press Release of the Company dated May 1, 1997, announcing the closing of the Merger (incorporated by reference to Exhibit No. 99.1 to Form 8-K, File 1-13086, filed May 14, 1997) Page 2 3 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: January 14, 1998 /s/ Frances R. Powell -------------------------------------------- Frances R. Powell Vice President, Accounting and Controller Page 3 4 INDEX TO EXHIBITS Number Exhibit ------ ------- 2.1 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 1-13086, filed December 26, 1996). 2.2 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 1-13086, filed December 26, 1996). 2.3 First Amendment to Agreement and Plan of Merger dated March 27, 1997 (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4 (Reg. No. 333-24133)). 3.1 Restated Certificate of Incorporation of the Company, as amended on May 6, 1997 (incorporated by reference to Exhibit No. 3.1 to Form 8-K, File 1- 13086, filed May 14, 1997). 23.2 Consent of Arthur Andersen LLP, with respect to the financial statements of GulfMark Retained Assets (incorporated by reference to Exhibit No. 23.2 to Form 8-K, File 1-13086, filed May 14, 1997). 99.1 Press Release of the Company dated May 1, 1997, announcing the closing of the Merger (incorporated by reference to Exhibit No. 99.1 to Form 8-K, File 1-13086, filed May 14, 1997). Page 4