1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K/A-2

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 24, 1998
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UNIFAB International, Inc.
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(Exact name of registrant as specified in its charter)

Louisiana 0-29416 72-1382998
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(State or other jurisdiction Commission file number (IRS Employer
of incorporation) Identification No.)

5007 Port Road
New Iberia, LA 70562
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(Address of principal executive offices) (Zip Code)

(318) 367-8291
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(Registrant's telephone number, including area code)

Not applicable
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(Former name, former address and former fiscal year,
if changed since last report)

2
Item 7

On August 10, 1998, UNIFAB International, Inc. ("UNIFAB") filed a Form 8-K dated
July 24, 1998 containing a description of the acquisition of Allen Tank, Inc.
("Allen Tank"). On October 6, 1998 UNIFAB filed Form 8-K/A-1 which amended and
restated the disclosure in Item 2 and Item 7(a) and 7(b) of the Form 8-K dated
July 24, 1998 to include the audited financial statements of Allen Tank and pro
forma financial information. This Form 8-K/A-2 amends and restates Item 7(b) of
that filing. Disclosed in the Basis of Presentation head note to the pro forma
condensed combined financial statements are revenue and net income for Allen
Tank for the period from December 28, 1997 to March 21, 1998, which amounts were
properly excluded from the pro forma condensed combined financial statements.
The Pro Forma Condensed Combined Statement of Income (Unaudited) for the Year
Ended March 31, 1998 is amended and restated to give effect to the acquisition
of the assets and business of Professional Industrial Maintenance, LLC on
January 1, 1998.

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.

UNIFAB International, Inc.
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Date May 28, 1999 /s/ Peter J. Roman
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Peter J. Roman
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

UNIFAB INTERNATIONAL, INC.

PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)

BASIS OF PRESENTATION

The accompanying pro forma condensed combined balance sheet as of June 30,
1998 and the related pro forma condensed combined statements of income for the
three months ended June 30, 1998 and for the year ended March 31, 1998 give
effect to the July 24, 1998 acquisition Allen Tank, Inc. ("Allen Tank") under
the pooling of interests method of accounting. With respect to the pro forma
condensed combined statement of income for the year ended March 31, 1998, the
pro forma presentation gives effect to the acquisition of the assets and
business of Professional Industrial Maintenance, LLC ("PIM") on January 1, 1998
under the purchase method of accounting.

The pro forma condensed combined balance sheet combines the unaudited June
30, 1998 condensed balance sheet of UNIFAB International, Inc. ("UNIFAB") with
the June 11, 1998 unaudited balance sheet of Allen Tank. The pro forma condensed
combined statement of income for the three months ended June 30, 1998 combines
the unaudited results of operations of UNIFAB for that period with the unaudited
results of operations of Allen Tank for the twelve week period from March 22,
1998 to June 13, 1998. The pro forma condensed combined statement of income for
the year ended March 31, 1998 combines the audited results of operations of
UNIFAB for the year ended March 31, 1998 (UNIFAB's fiscal year end) with the
unaudited results of operations of PIM for the nine months ended December 31,
1997 and the audited results of operations of Allen Tank for the fifty-two week
period ended December 27, 1997 (Allen Tank's fiscal year end). Revenue and net
income for Allen Tank for the period from December 28, 1997 to March 21, 1998
were $9.0 million and $1.0 million, respectively, which were excluded from the
pro forma condensed combined statements of income. The pro forma condensed
combined financial statements are based on the historical financial statements
of UNIFAB, PIM and Allen Tank, giving effect to the assumptions and adjustments
in the accompanying notes to the pro forma condensed combined financial
statements.

The pro forma condensed combined financial statements have been prepared by
UNIFAB's management and include such adjustments to reflect the pro forma
financial results as if the Allen Tank acquisition had occurred as of June 30,
1998 for the pro forma balance sheet. The pro forma condensed combined statement
of income for the three months ended June 30, 1998 assumes the Allen Tank
acquisition was effected April 1, 1998. The pro forma condensed combined
statement of income for the year ended March 31, 1998 assumes the Allen Tank and
PIM acquisitions were effected April 1, 1997.

The pro forma financial statements should be read in conjunction with the
historical financial statements and notes thereto of UNIFAB, Allen Tank (which
are included in the Form 8-K/A-1 filed on October 6, 1998), and PIM (which are
included in the Form 8-K/A-1 filed on April 21, 1998). The pro forma financial
statements may not be indicative of the results that would have occurred if the
events described above had taken place on the dates indicated or which may be
obtained in the future.

UNIFAB INTERNATIONAL, INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (UNAUDITED)

UNIFAB PIM UNIFAB / PIM
INTERNATIONAL, INC. NINE MONTHS PRO FORMA UNIFAB / PIM
YEAR ENDED ENDED ADJUSTMENTS PRO FORMA
MARCH 31, 1998 DECEMBER 31, 1997 (NOTE 3) COMBINED
----------------- ------------------- ------------- -------------

Revenue............................... $ 68,563,987 $ 11,862,147 $ -- $ 80,426,134
Cost of revenue....................... 57,789,474 10,083,842 19,628 (7) 67,892,944
--------------- --------------- ------------- ------------
Gross profit.......................... 10,774,513 1,778,305 (19,628) 12,533,190
General and administrative expense.... 2,967,282 1,595,865 299,369 (8) 4,862,516
--------------- --------------- ------------- ------------
Income from operations................ 7,807,231 182,440 (318,997) 7,670,674

Other income (expense):
Interest expense.................... (53,830) (280,674) 179,370 (5) (445,135)
(290,001)(6)
Interest income..................... 521,534 -- (106,334)(6) 415,200
--------------- --------------- -------------- ------------
Income before income taxes............ 8,274,935 (98,234) (535,962) 7,640,739
Income tax provision.................. 2,896,228 -- (225,773)(9) 2,640,455
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Net income............................ $ 5,378,707 $ (98,234) $ (310,189) $ 4,970,284
=============== ================ ============== ============
Basic and diluted earnings per share..

Diluted earnings per share adjusted
weighted average shares.............

ALLEN TANK, INC.
FIFTY-TWO WEEK PRO FORMA
PERIOD ENDED ADJUSTMENTS PRO FORMA
DECEMBER 27, 1997 (NOTE 2) COMBINED
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Revenue............................... $ 40,606,312 $ -- $ 121,032,446
Cost of revenue....................... 33,987,731 -- 101,880,675
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Gross profit.......................... 6,618,581 -- 19,151,771
General and administrative expense.... 3,839,637 -- 8,702,153
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Income from operations................ 2,778,944 -- 10,449,618

Other income (expense):
Interest expense.................... (1,005,018) (76,000)(1) (1,526,153)

Interest income..................... 67,427 -- 482,627
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Income before income taxes............ 1,841,353 (76,000) 9,406,092
Income tax provision.................. -- 495,520(3) 3,165,975
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Net income............................ $ 1,841,353 $ (571,520) $ 6,240,117
=============== =============- =============
Basic and diluted earnings per share.. $ 1.22
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Diluted earnings per share adjusted
weighted average shares............. 5,133,639
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See accompanying notes to pro forma condensed
combined financial statements (unaudited).

UNIFAB INTERNATIONAL, INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

The pro forma condensed combined balance sheet combines the unaudited June
30, 1998 condensed balance sheet of UNIFAB International, Inc. ("UNIFAB") with
the June 11, 1998 unaudited balance sheet of Allen Tank. The pro forma condensed
combined statement of income for the three months ended June 30, 1998 combines
the unaudited results of operations of UNIFAB for that period with the unaudited
results of operations of Allen Tank for the twelve week period from March 22,
1998 to June 13, 1998. The pro forma condensed combined statement of income for
the year ended March 31, 1998 combines the audited results of operations of
UNIFAB for the year ended March 31, 1998 (UNIFAB's fiscal year end) with the
unaudited results of operations of PIM for the nine months ended December 31,
1997 and the audited results of operations of Allen Tank for the fifty-two week
period ended December 27, 1997 (Allen Tank's fiscal year end). Revenue and net
income for Allen Tank for the period from December 28, 1997 to March 21, 1998
were $9.0 million and $1.0 million, respectively. The results for this period
were excluded from the pro forma condensed combined statements of income. The
pro forma condensed combined financial statements are based on the historical
financial statements of UNIFAB, PIM and Allen Tank, giving effect to the
assumptions and adjustments in the accompanying notes to the pro forma condensed
combined financial statements.

NOTE 2. ACQUISITION OF ALLEN TANK, INC.

On June 24, 1998 UNIFAB acquired Allen Tank for 819,000 shares of
UNIFAB common stock, $400,000 in cash and notes of $800,000 from Vincent J.
Cuevas, Walter L. Hampton, William A. Hines, Allen C. Porter, Jr. and Joseph G.
Weisberger (the "Allen Tank Shareholders"). Allen Tank, located in New Iberia,
Louisiana on property near UNIFAB's Port of Iberia facilities, designs and
manufactures specialized process systems, such as oil and gas separation
systems, gas dehydration and treatment systems, and oil dehydration and
desalting systems, and other production equipment related to the development and
production of oil and gas reserves. Allen Tank also provides a full complement
of engineering and field commissioning services related to production systems.

The pro forma adjustments to record the acquisition of Allen Tank are as
follows:

(1) To give effect to the issuance of 819,000 shares of UNIFAB
International, Inc. Common Stock, $400,000 in cash and $800,000
notes in exchange for 1,000 shares of Allen Tank Stock. The cash
paid and note results in a reduction of cash of $400,000, an
increase of $400,000 notes payable, an increase of $400,000 other
noncurrent liabilities and a reduction of equity of $1,200,000.

(2) To conform accounting policies regarding executive bonuses
which have been accrued annually in Allen Tank historical financial
statements but are accrued quarterly by UNIFAB. To conform Allen
Tank's historical amounts to UNIFAB's policy, general and
administrative expenses have been increased by $141,800 for the
three-month period ended June 30, 1998. Income tax expense has been
decreased by $49,645 for the three-month period ended June 30, 1998,
to reflect the tax effect of the adjustment.

(3) Allen Tank operated as an S Corporation prior to the
acquisition. As a result of the acquisition, the S Corporation
status terminated and the undistributed earnings of Allen Tank will
be treated as a distribution to the shareholders and concurrent
contribution of capital to the combined entity. Prior to the
acquisition Allen Tank agreed to distribute to its shareholders on
or before April 1, 1999 an amount approximately equal to the taxes
payable by the shareholders with respect to such earnings.
Additionally, to reflect the effect of the termination of the S
Corporation status as if Allen Tank had been a C Corporation, tax
expense has been increased $522,120 for the year ended March 31,
1998, and $436,258 for the three-month period ended June 30, 1998.
The deferred income tax asset and liability accounts have been
increased at June 30, 1998 by $220,235 and $742,355, respectively,
as a result of the S Corporation status termination.

(4) No provision has been reflected in the unaudited pro forma
condensed combined financial information for direct expenses related
to the Merger, which are expected to approximate $500,000.

NOTE 2. ACQUISITION OF PIM

Effective January 1, 1998, UNIFAB International, Inc. ("UNIFAB")
acquired the assets and business of Professional Industrial Maintenance, LLC
("PIM"). The purchase price was $6.0 million ($4.8 million in cash and $500,000
in shares of UNIFAB common stock at closing and $337,000 per year for two years
payable in shares of UNIFAB common stock). In addition to the purchase price,
UNIFAB paid approximately $30,000 of direct expenses. The acquisition cost
exceeds the book value of assets acquired and liabilities assumed by $6.8
million. The purchase price was allocated to acquired assets and liabilities
based on their estimated fair values.

The pro forma adjustments to record the acquisition of the PIM assets
and business are as follows:

(5) To record the adjustment to interest expense to reflect the
retirement of the outstanding debt on PIM's line of credit and a
certain note payable as of the beginning of the period.

(6) To record the adjustment to interest income or expense for cash
used on the acquisition as of the beginning of the period.

(7) To record additional depreciation expense on the new basis of
property and equipment acquired in the acquisition.

(8) To record amortization of cost in excess of net assets acquired
of $6.8 million in the acquisition as of the beginning of the
period. The amortization period is 17 years.

(9) To record the income tax provision related to the pro forma
adjustments and PIM's operating results for the period using UNIFAB's
effective tax rate. Prior to this acquisition, PIM was a limited
liability company and had elected to be taxed as a partnership. Under
this election, taxable income or loss is the responsibility of the
individual owners and is, therefore included in their tax returns.

NOTE 4. PRO FORMA NET INCOME PER SHARE

Pro forma net income per share is calculated by dividing the pro forma
net income for the period by the adjusted weighted average shares outstanding
for the period, which gives effect to the shares issued in the acquisitions
described in Note 2 and Note 3, above, as if the shares were issued at the
beginning of the period.