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): JANUARY 28, 1998
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.
During the fourth quarter of 1997 and January 1998, EVI, Inc., a
Delaware corporation (the "Company"), completed various acquisitions directed at
expanding the manufacturing, sales and geographic operations of the Company's
EVI Oil Tools production equipment segment. The larger of such acquisitions are
described below.
TARO ACQUISITION
On January 15, 1998, the Company completed the acquisition of Taro
Industries Limited, an Alberta corporation ("Taro"), pursuant to a plan of
arrangement (the "Plan of Arrangement"), under which a Canadian subsidiary of
the Company was amalgamated with Taro. Under the Plan of Arrangement,
approximately 765,000 shares of the Company's common stock, $1.00 par value,
have been issued to the shareholders of Taro in exchange for their shares of
Taro stock.
HOUSTON WELL SCREEN ACQUISITION
On January 12, 1998, the Company completed the acquisition (the "HWS
Acquisition") of the Houston Well Screen group of companies from Van der Horst
Limited, a Singapore company, for a net purchase price of approximately $23
million in cash. The HWS 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.
SAN ELOY ACQUISITION
On November 21, 1997, the Company completed the acquisition (the "San
Eloy Acquisition") of the San Eloy division ("San Eloy") from Servicios
Especiales San Antonio S.A., an Argentine company, for an aggregate purchase
price of approximately $14.5 million in cash. San Eloy is an Argentina-based
manufacturer of completion tool and sucker rod pumps.
SBS ACQUISITION
On October 31, 1997, the Company completed the acquisition (the "SBS
Acquisition") of SBS Drilling and Production Systems GmbH & Co. KG, an Austrian
based manufacturer of artificial lift equipment ("SBS"), from
Schoeller-Bleckmann Oilfield Equipment Akteingesellschaft and SBS Drilling and
Productions Systems GmbH, for a purchase price of approximately $4.2 million in
cash.
Page 2
3
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 Taro, Houston Well Screen companies, SBS and San Eloy with the
Company's existing operations.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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
(incorporated by reference to Exhibit No. 2.4 to Form 8-K,
File 1-13086, filed December 31, 1997).
99.1 - Press release of the Company dated January 22, 1998,
announcing the HWS Acquisition, the SBS Acquisition and the
San Eloy Acquisition.
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: January 28, 1998 /s/ James G. Kiley
----------------------------------------------
James G. Kiley
Vice President and
Chief Financial Officer
Page 4
5
INDEX TO EXHIBITS
Number Exhibit
------ -------
2.4 Amended and Restated Arrangement Agreement by and between Taro
Industries Limited, and EVI, Inc. and 756745 Alberta Ltd. and
759 572 Alberta Ltd. dated as of December 5, 1997 (incorporated
by reference to Exhibit No. 2.4 to Form 8-K, File 1-13086, filed
December 31, 1997).
99.1 Press release of the Company dated January 22, 1998, announcing
the HWS Acquisition, the SBS Acquisition and the San Eloy
Acquisition.
Page 5