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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): MARCH 5, 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
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Exhibit Index Appears on Page 5
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ITEM 5. OTHER EVENTS.
On March 4, 1998, EVI, Inc., a Delaware corporation (the "Company"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Weatherford Enterra, Inc., a Delaware corporation ("WEI"), providing for the
merger of WEI with and into the Company pursuant to an expected tax free merger
(the "Merger") in which the stockholders of WEI will receive .95 of a share of
the Company's common stock, $1.00 par value ("Company Common Stock"), in
exchange for each outstanding share of WEI common stock, $0.10 par value ("WEI
Common Stock"). Based on the number of shares of WEI Common Stock outstanding
as of March 3, 1998, a total of approximately 49.1 million shares of Company
Common Stock would be issued in the Merger. In addition, approximately 1.1
million shares of Company Common Stock would be reserved for issuance by the
Company for outstanding options under WEI's benefit plans. The Company will
continue as the surviving corporation and will be renamed EVI Weatherford, Inc.
Following the close of the Merger, Bernard J. Duroc-Danner, President
and Chief Executive Officer of the Company, will serve as a director and
chairman and chief executive officer of the surviving corporation and Thomas R.
Bates, Jr., President and Chief Executive Officer of WEI, will serve as a
director and president and chief operating officer of the surviving
corporation. The other officers of the surviving corporation will be the
officers of EVI as of the effective time of the Merger. The number of
directors on the board of directors of the surviving corporation will be ten,
of which six will be named by the Company and four will be named by WEI.
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
the receipt of such regulatory approvals and the approval of the Merger by the
stockholders of the Company and WEI.
The description of the terms and provisions of the Merger Agreement in
this report is qualified in its entirety by reference to the Merger Agreement
that is filed as an exhibit hereto and is hereby incorporated herein by
reference. A copy of the press release announcing the signing of the Merger
Agreement is filed as Exhibit 99.1 and is hereby incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 - Agreement and Plan of Merger by and between EVI, Inc., a
Delaware corporation and Weatherford Enterra, Inc., a
Delaware corporation dated as of March 4, 1998.
99.1 - Press Release of the Company dated March 4, 1998,
announcing the signing of the Merger Agreement.
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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: March 5, 1998 /s/ James G. Kiley
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James G. Kiley
Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Number Exhibit
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2.1 Agreement and Plan of Merger by and between EVI, Inc., a
Delaware corporation and Weatherford Enterra, Inc., a
Delaware corporation dated as of March 4, 1998.
99.1 Press Release of the Company dated March 4, 1998,
announcing the signing of the Merger Agreement.
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