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): FEBRUARY 19, 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 2 INTRODUCTORY NOTE On March 3, 1998, EVI, Inc. (the "Company") filed a Current Report on Form 8-K (the "Original Report") disclosing the acquisition (the "Ampscot Acquisition") of Ampscot Equipment Ltd., an Alberta corporation ("Ampscot"), under Item 2 of the Original Report. Since such filing, the Company has determined that the acquisition of Ampscot did not constitute an acquisition of a significant amount of assets as defined in the instructions to Item 2. As a result of such determination, this Amendment No. 1 to the Original Report hereby deletes Item 2 of the Original Report in its entirety, adds Item 5 and restates Item 7 in its entirety. ITEM 5. OTHER EVENTS. AMPSCOT ACQUISITION On February 19, 1998, EVI, Inc., a Delaware corporation (the "Company"), completed the acquisition (the "Ampscot Acquisition") of Ampscot Equipment Ltd., an Alberta corporation ("Ampscot"), pursuant to a Share Purchase Agreement dated as of January 30, 1998 (the "Agreement"). Under the terms of the Agreement, the Company acquired Ampscot in exchange for approximately $55 million in cash. The purchase price was determined through negotiations with the shareholders of Nika Enterprises Ltd., the parent corporation of Ampscot. The Company intends to continue to operate the business of Ampscot and integrate Ampscot's operations with those of the Company's EVI Oil Tools artificial lift and production tool division. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 2.1 - Share Purchase Agreement made and entered into as of January 30, 1998, by and among the shareholders of Nika Enterprises Ltd., an Alberta corporation, listed on the signature pages thereto and EVI Oil Tools Canada Ltd., an Alberta corporation (incorporated by reference to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed March 3, 1998). 4.1 - Credit Agreement dated as of February 17, 1998, among EVI, Inc., EVI Oil Tools Canada Ltd., the Subsidiary Guarantors defined therein, Chase Bank of Texas, National Association, as U.S. Administrative Agent, The Bank of Nova Scotia, as Documentation Agent and Canadian Agent, ABN AMRO Bank, N.V., as Syndication Agent, and the other Lenders defined therein, including the form of Note (incorporated by reference to Exhibit No. 4.1 to Form 8-K, File 1-13086, filed March 3, 1998). 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: April 21, 1998 /s/ Frances R. Powell -------------------------------------------- Frances R. Powell Vice President, Accounting and Controller Page 3 4 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION ------------ ----------- 2.1 - Share Purchase Agreement made and entered into as of January 30, 1998, by and among the shareholders of Nika Enterprises Ltd., an Alberta corporation, listed on the signature pages thereto and EVI Oil Tools Canada Ltd., an Alberta corporation (incorporated by reference to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed March 3, 1998). 4.1 - Credit Agreement dated as of February 17, 1998, among EVI, Inc., EVI Oil Tools Canada Ltd., the Subsidiary Guarantors defined therein, Chase Bank of Texas, National Association, as U.S. Administrative Agent, The Bank of Nova Scotia, as Documentation Agent and Canadian Agent, ABN AMRO Bank, N.V., as Syndication Agent, and the other Lenders defined therein, including the form of Note (incorporated by reference to Exhibit No. 4.1 to Form 8-K, File 1-13086, filed March 3, 1998).