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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): APRIL 22, 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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Page 1
Exhibit Index Appears on Page 12
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ITEM 5. OTHER EVENTS.
AMENDMENT TO MERGER AGREEMENT
On April 22, 1998, EVI, Inc., a Delaware corporation ("EVI"), and
Weatherford Enterra, Inc., a Delaware corporation ("Weatherford"), entered into
Amendment No. 2 (the "Merger Amendment") to the Agreement and Plan of Merger
(the "Merger Agreement") dated as of March 4, 1998, as amended by Amendment No.
1 dated April 17, 1998. The amendment to the Merger Agreement was effected to
reflect a change in the number of directors of the surviving corporation
following the proposed merger of Weatherford with and into EVI (the "Merger").
Under the Merger Agreement, as amended, the number of directors of the
surviving corporation will be eight, of which five will be named by EVI and
three will be named by Weatherford.
Page 2
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PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following tables set forth certain summary unaudited pro forma
condensed consolidated financial data of EVI and is based on the historical
financial data of EVI, Weatherford Enterra, Inc. ("Weatherford"), Christiana
Companies, Inc. ("Christiana"), Trico Industries, Inc. ("Trico"), BMW Monarch
(Lloydminster) Ltd. ("BMW Monarch") and BMW Pump Inc. (together, "BMW") and the
assets of GulfMark International, Inc. acquired by EVI on May 1, 1997 ("the
GulfMark Retained Assets"). The Unaudited Pro Forma Condensed Consolidated
Financial Statements of EVI have been prepared assuming the proposed merger of
Weatherford with and into EVI (the "Merger"), pursuant to an Agreement and Plan
of Merger dated as of March 4, 1998, as amended, between EVI and Weatherford, is
accounted for as a pooling of interests and give effect to the proposed Merger
by combining EVI's and Weatherford's results of operations for each of the three
years ended December 31, 1997 on a pooling-of-interests basis as if EVI and
Weatherford had been combined since inception. The Unaudited Adjusted Pro Forma
Condensed Consolidated Statement of Income further gives effect to (i) the
acquisition by EVI on May 1, 1997, of the GulfMark Retained Assets, (ii) the
issuance and sale of EVI's 5% Convertible Subordinated Preferred Equivalent
Debentures due 2027 (the "Debentures") on November 10, 1997, (iii) the
acquisition by EVI on December 15, 1997, of $119,980,000 principal amount of
EVI's outstanding 10 1/4% Senior Notes due 2004 and 10 1/4% Senior Notes due
2004, Series B (collectively, the "Notes") from the holders of the Notes
pursuant to a cash tender offer and consent solicitation of the Company (the
"Tender Offer"), (iv) EVI's acquisition of Trico on December 2, 1997, (v) EVI's
acquisition of BMW on December 3, 1997 and (vi) EVI's proposed acquisition of
Christiana through a merger of a subsidiary of EVI with and into Christiana
("Christiana Acquisition") pursuant to an Agreement and Plan of Merger dated
December 12, 1996 (the "Christiana Merger Agreement"), by and among EVI,
Christiana and C2, Inc., a Wisconsin corporation ("C2"), and the sale by
Christiana, prior to the Christiana Acquisition, of two-thirds of its interest
in Total Logistic Control, LLC ("Logistic"), a wholly owned subsidiary of
Christiana, to C2 for approximately $10.7 million, as if these transactions had
occurred on January 1, 1997. The Unaudited Adjusted Pro Forma Condensed
Consolidated Balance Sheet presents the combined financial position of EVI and
Weatherford and gives effect to EVI's proposed merger with Christiana as if
these transactions had occurred on December 31, 1997. The pro forma amounts
presented do not include transaction costs related to the Merger which are
estimated to be approximately $25 million and other costs directly attributable
to the Merger which, in the aggregate, are expected to be between $90 million
and $110 million.
The pro forma information set forth below is not necessarily indicative
of the results that actually would have been achieved had such transactions been
consummated as of the aforementioned dates, or that may be achieved in the
future. All other 1997 and 1998 acquisitions by EVI are not material
individually or in the aggregate with same-year acquisitions; therefore, pro
forma information is not reflected. This information should be read in
conjunction with EVI's Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in its Annual Report on Form 10-K,
as amended, for the year ended December 31, 1997, and EVI's, GulfMark Retained
Assets', Trico's, BMW's, Christiana's and Weatherford's financial statements and
related notes thereto, all of which have been previously filed or are filed
herewith and are hereby incorporated herein by reference.
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UNAUDITED ADJUSTED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1997
(IN THOUSANDS)
EVI AND PRO FORMA EVI AND
WEATHERFORD ADJUSTMENTS WEATHERFORD
COMBINED -------------------------- COMBINED
PRO CHRISTIANA SALE OF PRO FORMA
FORMA(a) HISTORICAL LOGISTIC(b) CHRISTIANA ADJUSTED
----------- ---------- ----------- ---------- ------------
ASSETS
Current assets:
Cash and cash equivalents......................... $ 74,211 $ 6,855 $ 33,280(c) $(20,858)(d)(e) $ 93,488
Accounts receivable, net.......................... 526,756 9,258 (9,258) -- 526,756
Inventories....................................... 455,811 -- -- -- 455,811
Prepaid expenses and other........................ 79,125 1,459 (1,459) -- 79,125
---------- -------- -------- -------- ----------
Total current assets........................ 1,135,903 17,572 22,563 (20,858) 1,155,180
---------- -------- -------- -------- ----------
Property, plant and equipment, net................ 870,163 73,881 (73,881) -- 870,163
Goodwill, net..................................... 669,449 5,514 (5,514) -- 669,449
Investment in EVI................................. -- 44,703 -- (44,703)(f) --
Investment in Logistic............................ -- -- 7,620(g) (3,919)(h) 3,701
Other assets...................................... 68,546 1,891 (1,891) -- 68,546
---------- -------- -------- -------- ----------
$2,744,061 $143,561 $(51,103) $(69,480) $2,767,039
========== ======== ======== ======== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current portion of
long-term debt.................................. $ 37,421 $ 1,245 $ (1,245) $ -- $ 37,421
Accounts payable.................................. 220,637 4,729 (4,729) -- 220,637
Other accrued liabilities......................... 248,452 5,579 2,173(i) 1,288(e)(j) 257,492
---------- -------- -------- -------- ----------
Total current liabilities................... 506,510 11,553 (3,801) 1,288 515,550
---------- -------- -------- -------- ----------
Long-term debt.................................... 252,322 33,617 (33,617) -- 252,322
Deferred income taxes and other................... 121,370 23,626 (10,731)(i) 1,043(f)(k) 135,308
5% Convertible Subordinated Preferred Equivalent
Debentures...................................... 402,500 -- -- -- 402,500
Stockholders' equity:
Common stock...................................... 101,651(l) 5,209 -- (1,312)(e)(m)(n) 105,548
Capital in excess of par.......................... 1,005,387(l) 12,346 -- 144,527(e)(m)(n) 1,162,260
Retained earnings................................. 545,159 58,446 (2,954) (55,492)(d)(e)(m) 545,159
Foreign currency translation adjustment........... (38,494) -- -- -- (38,494)
Treasury stock, at cost........................... (152,344)(l) (1,236) -- (159,534)(m)(n) (313,114)
---------- -------- -------- -------- ----------
Total stockholders' equity.................. 1,461,359 74,765 (2,954) (71,811) 1,461,359
---------- -------- -------- -------- ----------
$2,744,061 $143,561 $(51,103) $(69,480) $2,767,039
========== ======== ======== ======== ==========
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1997(o) 1996(o) 1995(o)
---------- ---------- ----------
Revenues:
Products............................................ $1,147,692 $ 721,090 $ 513,206
Services and rentals................................ 821,397 746,180 612,597
---------- ---------- ----------
1,969,089 1,467,270 1,125,803
---------- ---------- ----------
Costs and expenses:
Cost of sales
Products......................................... 817,013 553,501 388,329
Services and rentals............................. 551,375 537,313 442,902
Selling, general and administrative................. 264,553 209,433 195,747
Acquisition-related costs and other unusual
charges.......................................... -- -- 88,182
---------- ---------- ----------
1,632,941 1,300,247 1,115,160
---------- ---------- ----------
Operating income...................................... 336,148 167,023 10,643
---------- ---------- ----------
Other income (expense):
Interest expense.................................... (43,273) (39,368) (33,504)
Interest income..................................... 8,329 4,168 2,249
Equity in earnings of unconsolidated affiliates..... 2,582 2,078 1,477
Other income (expense), net......................... 1,175 (1,227) 6,160
---------- ---------- ----------
(31,187) (34,349) (23,618)
---------- ---------- ----------
Income (loss) before income taxes..................... 304,961 132,674 (12,975)
Provision (benefit) for income taxes.................. 108,188 40,513 (4,707)
---------- ---------- ----------
Income (loss) from continuing operations.............. $ 196,773 $ 92,161 $ (8,268)
========== ========== ==========
Earnings (loss) per share from continuing operations:
Basic(p)............................................ $ 2.05 $ 1.03 $ (0.11)
Diluted(p).......................................... 2.02 1.01 (0.11)
Weighted average shares outstanding:
Basic............................................... 96,052 89,842 77,595
Diluted............................................. 97,562 90,981 77,595
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UNAUDITED ADJUSTED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
EVI AND
WEATHERFORD BMW PUMP/
COMBINED GULFMARK BMW MONARCH
PRO RETAINED ASSETS TRICO COMBINED CHRISTIANA
FORMA(o) HISTORICAL(q) HISTORICAL(r) HISTORICAL(r) HISTORICAL
----------- --------------- ------------- ------------- ----------
Revenues:
Products...................... $1,147,692 $ 818 $51,459 $103,847 $90,101
Services and rentals.......... 821,397 -- -- -- --
---------- ----- ------- -------- -------
1,969,089 818 51,459 103,847 90,101
---------- ----- ------- -------- -------
Costs and expenses:
Cost of sales
Products.................. 817,013 678 34,323 73,591 76,377
Services and rentals...... 551,375 -- -- -- --
Selling, general and
administrative.............. 264,553 688 15,346 15,450 9,103
---------- ----- ------- -------- -------
1,632,941 1,366 49,669 89,041 85,480
---------- ----- ------- -------- -------
Operating income................. 336,148 (548) 1,790 14,806 4,621
---------- ----- ------- -------- -------
Other income (expense):
Interest expense.............. (43,273) -- (493) (337) (2,991)
Interest income............... 8,329 -- -- -- 507
Equity in earnings of BMW
Monarch..................... -- -- 832 -- --
Equity in earnings of EVI..... -- -- -- -- 6,290
Equity in earnings of
Logistic.................... -- -- -- -- --
Equity in earnings of
unconsolidated affiliates... 2,582 -- -- -- --
Other income (expense), net... 1,175 -- (595) 65 (1,470)
---------- ----- ------- -------- -------
(31,187) -- (256) (272) 2,336
---------- ----- ------- -------- -------
Income (loss) before income
taxes........................... 304,961 (548) 1,534 14,534 6,957
Provision (benefit) for income
taxes........................... 108,188 100 797 5,748 2,763
---------- ----- ------- -------- -------
Income (loss) from continuing
operations...................... $ 196,773 $(648) $ 737 $ 8,786 $ 4,194
========== ===== ======= ======== =======
Earnings per share from
continuing operations:
Basic......................... $ 2.05(p)
Diluted....................... 2.02(p)
Weighted average shares
outstanding:
Basic......................... 96,052(dd)
Diluted....................... 97,562(dd)
PRO FORMA ADJUSTMENTS EVI AND
-------------------------------------------------------------------- WEATHERFORD
BMW PUMP/ COMBINED
DEBENTURE SENIOR NOTES BMW MONARCH PRO FORMA
OFFERING TENDER TRICO COMBINED CHRISTIANA(s) ADJUSTED
--------- ------------ ------- ----------- ------------- -----------
Revenues:
Products...................... $ -- $ -- $ -- $ -- $(90,101) $1,303,816
Services and rentals.......... -- -- -- -- -- 821,397
-------- ------- ------- ------- -------- ----------
-- -- -- -- (90,101) 2,125,213
-------- ------- ------- ------- -------- ----------
Costs and expenses:
Cost of sales
Products.................. -- -- 2,100(t) -- (76,377) 927,705
Services and rentals...... -- -- -- -- 551,375
Selling, general and
administrative.............. -- -- 1,364(u) (3,616)(u)(v) (9,103) 293,785
-------- ------- ------- ------- -------- ----------
-- -- 3,464 (3,616) (85,480) 1,772,865
-------- ------- ------- ------- -------- ----------
Operating income................. -- -- (3,464) 3,616 (4,621) 352,348
-------- ------- ------- ------- -------- ----------
Other income (expense):
Interest expense.............. (17,325)(w) 12,216(x) -- 373(y) 2,991 (48,839)
Interest income............... -- -- -- -- (507) 8,329
Equity in earnings of BMW
Monarch..................... -- -- (832)(z) -- -- --
Equity in earnings of EVI..... -- -- -- -- (6,290)(aa) --
Equity in earnings of
Logistic.................... -- -- -- -- 130 130
Equity in earnings of
unconsolidated affiliates... -- -- -- -- -- 2,582
Other income (expense), net... -- -- 538(bb) -- 1,470 1,183
-------- ------- ------- ------- -------- ----------
(17,325) 12,216 (294) 373 (2,206) (36,615)
-------- ------- ------- ------- -------- ----------
Income (loss) before income
taxes........................... (17,325) 12,216 (3,758) 3,989 (6,827) 315,733
Provision (benefit) for income
taxes........................... (6,064)(cc) 4,276(cc) (1,315)(cc) 1,396(cc) (2,676)(cc) 113,213
-------- ------- ------- ------- -------- ----------
Income (loss) from continuing
operations...................... $(11,261) $ 7,940 $(2,443) $ 2,593 $ (4,151) $ 202,520
======== ======= ======= ======= ======== ==========
Earnings per share from
continuing operations:
Basic......................... $ 2.11(p)
Diluted....................... 2.08(p)
Weighted average shares
outstanding:
Basic......................... 96,052(dd)
Diluted....................... 97,562(dd)
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NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GENERAL
The following notes set forth the assumptions used in preparing the
unaudited pro forma financial statements. The pro forma adjustments are based on
estimates made by EVI's management using information currently available.
PRO FORMA ADJUSTMENTS
The adjustments to the accompanying Unaudited Adjusted Pro Forma Condensed
Consolidated Balance Sheets are described below:
(a) The EVI and Weatherford Combined Pro Forma Balance Sheet has been
prepared assuming the Merger is accounted for as a pooling of interests.
The EVI and Weatherford Combined Pro Forma Balance Sheet is based on the
consolidated financial statements of EVI and Weatherford.
(b) To reflect the sale of a two-thirds interest in Logistic by
Christiana to C2 for cash of $10.67 million and to reflect a $3.0 million
loss, net of taxes, due to the purchase price being less than the $15.5
million carrying value of the interest in Logistic. Such sale is in
accordance with the Christiana Merger Agreement as (i) Logistic is required
to distribute $23.0 million to Christiana, funded from borrowings of
Logistic (of which such borrowings are being effected to permit Christiana
to have sufficient cash to allow EVI to pay the cash consideration
contemplated by the Christiana Acquisition, (ii) Christiana is to sell its
two-thirds interest in Logistic to C2 for $10.67 million and (iii) EVI is
required to pay to the Christiana shareholders an amount of cash equal to
the cash of Christiana at the closing of the Christiana Acquisition less
$10.0 million and the amount of certain liabilities and tax benefits to be
maintained by Christiana for the benefit of EVI.
(c) To reflect an increase in Christiana's cash of $23.0 million from
a dividend from Logistic funded through Logistic's borrowings to meet the
required minimum cash levels per the Christiana Merger Agreement, and to
reflect the cash to Christiana of $10.67 million from its sale of the
two-thirds interest in Logistic less $0.4 million of cash held by Logistic.
(d) To reflect the cash payment by EVI of $19.8 million or $3.81 per
share to the holders of common stock of Christiana pursuant to the
Christiana Merger Agreement. The pro forma cash payment by EVI of $3.81 per
share is based on pro forma data presented herein; however, based on future
expected cash flows of Christiana, the payment to the Christiana
shareholders in the Christiana Acquisition is believed to be approximately
$3.60 per share. The difference of $0.21 per share relates to expected cash
flow timing differences between December 31, 1997 and the actual date
contemplated for the Christiana Acquisition.
(e) To reflect the exercise of the Christiana employee stock options
of 53,334 shares of common stock Christiana for $1.4 million in cash and
the cancellation of Christiana employee stock options for $2.5 million in
cash. The exercise and cancellation of Christiana employee stock options
generates a tax benefit of $1.2 million. Cash in this amount is required to
be retained by Christiana for the benefit of EVI.
(f) To eliminate Christiana's investment in EVI and related deferred
taxes.
(g) To reflect the remaining one-third interest in Logistic held by
Christiana. The investment represents a one-third interest of the net book
value of Logistic.
(h) Prior to Christiana's sale of its two-thirds interest in Logistic,
the pro forma net book value of Logistic was $23.1 million. After the sale
of Christiana's two-thirds interest in Logistic, the remaining net book
value of Logistic is $7.6 million. EVI reflects a reduction of $3.9 million
in the carrying value of Christiana's remaining one-third interest in
Logistic reflecting the excess fair value of the net tangible post merger
assets of Christiana over the cash and stock consideration being paid to
the Christiana shareholders.
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8
NOTES TO PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(i) To reclassify certain deferred tax liabilities of $8.8 million to
current federal taxes payable as a result of the sale by Christiana of its
two-thirds interest in Logistic.
(j) To record a $2.5 million liability for transaction costs related
to the Christiana Acquisition.
(k) To record a $10.0 million EVI liability to the Christiana
shareholders payable in five years pursuant to the Christiana Merger
Agreement.
(l) Reflects the issuance of 49,760,332 shares of EVI Common Stock in
exchange for all 52,379,297 shares of Weatherford Common Stock outstanding
at December 31, 1997, based upon the conversion rate of .95 of a share of
EVI Common Stock for each share of common stock of Weatherford
("Weatherford Common Stock"). The difference between the par value of
Weatherford Common Stock exchanged and the par value of the EVI Common
Stock issued upon consummation of the Merger is reflected as a decrease in
paid-in capital. Weatherford treasury stock as of December 31, 1997 is
reflected as a decrease in paid-in capital.
(m) To reflect the issuance of 3,897,462 shares of EVI Common Stock in
the Christiana Acquisition at a price of $41.25 per share, the market price
of the EVI Common Stock on December 15, 1997, and the acquisition of
3,897,462 shares of EVI Common Stock held by Christiana as a result of the
Christiana Acquisition. The shares of EVI Common Stock held by Christiana
have been classified as treasury shares.
(n) To eliminate the remaining common stock of Christiana of $5.3
million, capital in excess of par of $15.0 million, retained earnings of
$31.7 million and treasury stock of $1.2 million.
The adjustments to the accompanying Unaudited Adjusted Pro Forma Condensed
Consolidated Statements of Income are described below:
(o) The Unaudited Pro Forma Condensed Consolidated Statements of
Income of EVI and Weatherford Combined are based on the consolidated
financial statements of EVI and Weatherford. Pro forma adjustments include
the elimination of intercompany revenues of $7.1 million, $5.2 million and
$4.8 million, respectively, and cost of sales of $5.7 million, $4.2 million
and $4.3 million, respectively, for the years ended December 31, 1997,
1996, and 1995. Pro forma adjustments for the years ended December 31, 1997
and 1996 also include the elimination of expenses of $1.7 million and a
gain of $2.7 million, respectively, recorded by Weatherford on the sale of
Arrow Completion Systems, Inc. to EVI in December 1996. Certain amounts
have been reclassified to conform presentation.
(p) The pro forma earnings per share from continuing operations is
computed on the basis of the combined weighted average number of common
shares of EVI and Weatherford for each period presented based upon the
conversion rate of .95 of a share of EVI Common Stock for each share of
Weatherford Common Stock.
(q) Reflects the results of the GulfMark Retained Assets, which were
acquired by EVI on May 1, 1997, from January 1, 1997, through March 31,
1997. Actual results of the GulfMark Retained Assets are included in EVI's
historical results from May 1, 1997.
(r) Reflects the results of Trico and BMW, which were acquired by EVI
on December 2, 1997 and December 3, 1997, respectively, from January 1,
1997 through September 30, 1997. Actual results of Trico and BMW are
included in EVI's historical results from their respective dates of
acquisitions.
(s) To eliminate Logistic's historical operating results, to reflect a
one-third equity interest in Logistic and to record the income tax
provision related to the one-third equity interest at the statutory rate.
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NOTES TO PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(t) To eliminate the provision for environmental remediation, the
liability related to property retained by the prior shareholder of Trico.
(u) To record amortization expense relating to the estimated excess of
cost over fair value of tangible assets acquired in connection with the
Trico and BMW acquisitions. Such excess of cost over fair value of net
tangible assets acquired is being amortized over 40 years.
(v) To eliminate bonuses paid to the shareholders of BMW and
management fees paid to Trico by BMW Monarch that would not have been paid
by EVI.
(w) To adjust interest expense for the Debentures at the rate of 5%
per annum and to record amortization expense of related debt issuance costs
over the life of the Debentures.
(x) To reduce interest expense and amortization of debt issuance costs
to reflect the repayment of the Notes. EVI funded such repayment with a
portion of the proceeds from the Debentures.
(y) To reduce interest expense to reflect EVI's retirement of BMW's
indebtedness. EVI funded such retirement with a portion of the proceeds
from the Debentures.
(z) To eliminate Trico's equity in earnings of BMW Monarch.
(aa) To eliminate Christiana's equity in earnings of EVI.
(bb) To eliminate Trico's provision for estimated losses on property
held for sale as the property was retained by the prior shareholder of
Trico.
(cc) To record the income tax provision (benefit) related to the
effect of the pro forma adjustments at the statutory rate.
(dd) EVI's historical shares outstanding, pro forma post-merger shares
outstanding and basic weighted average pro forma post-merger shares
outstanding as of December 31, 1997, were 47,100,290, 96,860,622 and
96,050,625, respectively. Weatherford's historical shares outstanding at
December 31, 1997 was 52,379,297.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 - Agreement and Plan of Merger dated as of March 4, 1998,
by and between EVI, Inc. and Weatherford Enterra, Inc.
(incorporated by reference to Exhibit No. 2.1 to
Amendment No. 1 to Form 8-K on Form 8-K/A, File 1-13086,
filed March 9, 1998).
2.2 - Amendment No. 1 dated as of April 17, 1998, to the
Agreement and Plan of Merger dated as of March 4, 1998,
by and between EVI, Inc. and Weatherford Enterra, Inc.
(incorporated by reference to Exhibit No. 2.2 to
Form 8-K, File 1-13086, filed April 21, 1998).
2.3 - Amendment No. 2 dated as of April 22, 1998, to the
Agreement and Plan of Merger dated as of March 4, 1998,
as amended, by and between EVI, Inc. and Weatherford
Enterra, Inc.
23.1 - Consent of Arthur Andersen LLP, with respect to the
financial statements of Weatherford Enterra, Inc.
23.2 - Consent of Arthur Andersen LLP, with respect to the
financial statements of Christiana Companies, Inc.
99.1 - Consolidated Financial Statements of Weatherford Enterra,
Inc. as of December 31, 1997 and 1996 and for each of the
three years in the period ended December 31, 1997.
99.2 - Consolidated Financial Statements of Christiana Companies,
Inc. as of June 30, 1997 and 1996 and for each of the three
years in the period ended June 30, 1997, and as of December
31, 1997 and 1996 and for each of the six month periods
ended December 31, 1997 and 1996.
Page 10
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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: April 22, 1998 /s/ Frances R. Powell
----------------------------
Frances R. Powell
Vice President, Accounting
and Controller
Page 11
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INDEX TO EXHIBITS
Number Exhibit
------ -------
2.1 Agreement and Plan of Merger dated as of March 4, 1998,
by and between EVI, Inc. and Weatherford Enterra, Inc.
(incorporated by reference to Exhibit No. 2.1 to
Amendment No. 1 to Form 8-K on Form 8-K/A, File 1-13086,
filed March 9, 1998).
2.2 Amendment No. 1 dated as of April 17, 1998, to the Agreement
and Plan of Merger dated as of March 4, 1998, by and between
EVI, Inc. and Weatherford Enterra, Inc. (incorporated by
reference to Exhibit No. 2.2 to Form 8-K, File 1-13086,
filed April 21, 1998).
2.3 Amendment No. 2 dated as of April 22, 1998, to the Agreement
and Plan of Merger dated as of March 4, 1998, as amended, by
and between EVI, Inc. and Weatherford Enterra, Inc.
23.1 Consent of Arthur Andersen LLP, with respect to the financial
statements of Weatherford Enterra, Inc.
23.2 Consent of Arthur Andersen LLP, with respect to the financial
statements of Christiana Companies, Inc.
99.1 Consolidated Financial Statements of Weatherford Enterra, Inc.
as of December 31, 1997 and 1996 and for each of the three
years in the period ended December 31, 1997.
99.2 Consolidated Financial Statements of Christiana Companies, Inc.
as of June 30, 1997 and 1996 and for each of the three years
in the period ended June 30, 1997, and as of December 31, 1997
and 1996 and for each of the six month periods ended December
31, 1997 and 1996.
Page 12