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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
June 8, 1998 (May 22, 1998)
TEAM, INC.
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(Exact name of registrant as specified in its charter)
Texas 0-9950 74-1765729
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(State or other Juris- (Commission (IRS Employer
diction of incorporation File No.) Identification No.)
200 Hermann Drive
Alvin, Texas 77511
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (281) 331-6154.
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1019 South Hood Street
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(Former name or address)
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Item 5. Other Events.
Effective May 22, 1998, Team entered into a Letter Agreement ("Letter
Agreement") with Houston Post Oak Partners, Ltd., a Texas limited partnership of
which Mr. Louis A. Waters is the sole general partner ("Post Oak"). The Letter
Agreement provides that Post Oak will purchase and Team will sell to Post Oak at
the closing 1,200,000 shares of Team common stock for $2.75 per share, for an
aggregate consideration of $3,300,000 ("Purchase Price"). Team's independent
investment bankers have delivered an opinion that the transactions contemplated
by the Letter Agreement are fair to Team.
There are several conditions to closing the sale to Post Oak. First, Team and
Post Oak must enter into a mutually acceptable definitive agreement, which must
occur on or prior to June 12, 1998, in accordance with the Letter Agreement.
Under the Letter Agreement, Team and Post Oak contemplate that closing under the
definitive agreement will occur on June 22, 1998. Prior to such date, Team and
Post Oak must receive the appropriate consents and approvals for the sale, if
any, and no legal or governmental action shall have been instituted that could
cause either Team or Post Oak to reasonably conclude that the transaction should
not be consummated. There can be no assurance that all conditions to closing
will be met and that the transactions contemplated under the Letter Agreement
will be consummated.
Team does not plan to register the sale of Team common stock to Post Oak;
instead, Team plans to rely on the exemption from registration for transactions
not involving a public offering, in accordance with Section 4(2) of the
Securities Act of 1933, as amended.
In accordance with Team's Bylaws, the Board of Directors has appointed Mr.
Waters as a Director of Team. Mr. Waters will serve as a Director until the next
annual meeting of Team's shareholders, unless he shall earlier resign, die or be
removed from such position.
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Mr. Waters, 59, was the founding chairman of the board and chief executive
officer of Browning-Ferris Industries, Inc. ("BFI"). He served as chairman and
chief executive officer from 1969 through 1980, chairman of BFI's Executive
Committee from 1980 through 1988, and chairman of the Finance Committee from
1988 to March 1997.
Mr. Waters recently directed BFI's international activities as chairman and
chief executive officer of BFI International, Inc. from 1991 to March 1997, when
he retired from full-time duty with BFI.
With Mr. Waters' substantial continuous involvement, BFI, the initial
consolidator of the solid waste industry, grew from a small Houston company in
1969 to a $5.8 billion international waste services company operating across
North America and 11 other countries including the Netherlands, Germany and the
United Kingdom.
Mr. Waters received his B.A. and B.S. degrees in mechanical engineering from
Houston's Rice University in 1960 and 1962. He first practiced engineering at
Cameron Iron Works in Houston before attending Harvard Business School where he
received an M.B.A. in 1966. From there he moved to the corporate finance
department of a large investment banking firm in New York City then returned to
Houston to head the corporate finance department of Underwood- Neuhaus & Company
prior to joining the founding group of BFI.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Part(a) - Financial Statements of Business Being Acquired - Not
applicable.
Part(b) - Pro Forma Financial Information - Not applicable.
Part(c) - Exhibits.
99.1 That certain Letter Agreement, by and between
Team, Inc. and Houston Post Oak Partners, Ltd., dated
May 21, 1998, but accepted effective as of May 22, 1998,
is filed as an exhibit hereto.
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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 thereunto duly authorized.
Date: June 8, 1998 TEAM, INC.
/s/ William A. Ryan
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By: William A. Ryan
Chairman of the Board
/s/ Ted Owen
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By: Ted Owen
Vice President,
Chief Financial Officer
and Secretary
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EXHIBIT INDEX
99.1 That certain Letter Agreement, by and between
Team, Inc. and Houston Post Oak Partners, Ltd., dated
May 21, 1998, but accepted effective as of May 22, 1998,
is filed as an exhibit hereto.