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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) February 5, 1998
UNIFAB International, Inc.
(Exact name of registrant as specified in its charter)
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Louisiana 0-29416 72-1382998
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(State or other jurisdiction Commission file number (I.R.S. Employer
of incorporation) Identification No.)
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5007 Port Road
New Iberia, LA 70562
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(Address of principal executive offices) (Zip Code)
(318) 367-8291
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last
report)
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Item 2. Acquisition or Disposition of Assets.
On February 5, 1998, UNIFAB International, Inc., the Registrant
("UNIFAB") completed its acquisition of 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) plus
$1.0 million payment contingent upon UNIFAB obtaining $12.0 million backlog for
the acquired fabrication facility before May 8, 1998. This contingent amount is
payable in three equal annual payments of $222,000 cash and $111,000 shares of
UNIFAB common stock. The terms of the acquisition were determined by arm's
length negotiation between UNIFAB and PIM. Cash at closing was paid from
available funds. Contingent payments, if they become due, are expected to be
paid from working capital or additional borrowings. The acquisition was
effective as of January 1, 1998, and the operating results of the acquired
assets and business from that date will be consolidated with the operating
results of UNIFAB.
PIM provides industrial plant maintenance services and, at its
fabrication facility located twelve miles south of Lake Charles, Louisiana,
with 40-foot water depth to the Gulf of Mexico, PIM provides repair,
refurbishment and conversion services for oil and gas drilling rigs. UNIFAB
intends to continue PIM's existing maintenance service business and to expand
the existing repair, refurbishment and conversion services for deep water
drilling rigs and jack ups. UNIFAB also intends to further develop the deep
water fabrication facility to support the drilling industry's needs in both
refurbishment upgrades of jack up and semi-submersible drilling rigs for deep
water use, as well as new construction of deep water drilling rigs, platforms,
and platform components. UNIFAB intends to operate these businesses through
a new wholly-owned subsidiary.
The acquisition was announced in the press release, dated February 5,
1998, which is being filed as an exhibit to this report.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
All financial statements required to be filed in connection
with this acquisition will be filed by amendment to this report as soon
as available, but in any event within 60 days of the date hereof.
(b) Pro forma Financial Information
All pro forma financial statements required to be filed in
connection with this acquisition will be filed by amendment to this
report as soon as available, but in any event within 60 days of the
date hereof.
(c) Exhibits
Exhibit
Number Description
99.1 Press release issued by the Company on
February 5, 1998 it had completed the
acquisition of the assets and business of
Professional Industrial Maintenance, LLC.
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.
Date February 20, 1997 /s/ Peter J. Roman
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Peter J. Roman
Vice President and Chief Financial
Officer (Principal Financial
and Accounting Officer)
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EXHIBIT INDEX
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Exhibit
Number Description
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99.1 Press release issued by the Company on February 5, 1998 it had completed the
acquisition of the assets and business of Professional Industrial Maintenance, LLC.
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NEWS RELEASE
For further information contact:
Dailey J. Berard Pete Roman
Chief Executive Officer Chief Financial Officer
(318) 367-8291 (318) 373-5506
FOR IMMEDIATE RELEASE
THURSDAY, FEBRUARY 5, 1998
New Iberia, Louisiana - UNIFAB International, Inc. (NASDAQ-UFAB) announced
today that it has completed its acquisition of the assets of Professional
Industrial Maintenance, LLC (PIM). PIM provides maintenance services to the
petrochemical industry and, at its 60 acre fabrication facility located twelve
miles south of Lake Charles, Louisiana, PIM provides repair, refurbishment and
conversion services for oil and gas drilling rigs. PIM will operate as a
wholly-owned subsidiary of UNIFAB International, Inc.
"With 40-foot water depth to the Gulf of Mexico, the PIM facility provides
UNIFAB with the deepest Gulf of Mexico access of any fabrication facility along
the Louisiana coast," said Dailey J. Berard, President, Chairman and CEO. "Its
location on the industrial canal at the intersection of the Calcasieu River and
Pass and the Gulf Intracoastal Waterway is just twenty miles from the Gulf of
Mexico and provides our customers ideal access. This acquisition significantly
expands our capability to service the expanding deep water fabrication needs
for both the domestic and international markets. We expect to continue PIM's
existing maintenance service business in the petrochemical industry and to
expand PIM's existing repair, refurbishment and conversion services for deep
water drilling rigs and jack ups. We also expect in the near future to make
substantial capital investment that will enable the deep water fabrication
facility to support the drilling industry's needs in both refurbishment
upgrades of jack up and semi-submersible drilling rigs for deep water use, as
well as new construction of deep water drilling rigs, platforms, and platform
components. PIM currently employs over two hundred production employees and we
expect to increase that number significantly. We also expect to be able to cut
costs and to benefit from the synergy of combining PIM's operations with
UNIFAB's."
UNIFAB International, Inc. is an industry leader in the custom fabrication of
decks, equipment modules and other structures used in the development and
production of offshore oil and gas reserves. The Company also refurbishes and
retrofits existing jackets and decks and performs offshore piping hookup and
platform maintenance services. Dailey J. Berard serves on the Louisiana
Workforce Commission and other task forces that are working to improve the
training and education of the workforce of Louisiana.
Statements made in this news release regarding UNIFAB's expectations as to
future operations of UNIFAB and PIM and other statements included herein that
are not statements of historical fact are forward-looking statements that
depend upon the following factors, among others: continued demand for the
services provided by UNIFAB and PIM, availability of skilled employees, and
UNIFAB's ability to integrate and manage the acquired business. Should any of
these factors not continue as anticipated, actual results and plans could
differ materially from those expressed in the forward-looking statements.
