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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) MARCH 9, 1998
IRI INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
333-351157 75-2044681
(Commission File Number) (I.R.S. Employer Identification No.)
1000 LOUISIANA, SUITE 5900, HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
(713) 651-8002
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
This Current Report on Form 8-K is being filed with the Securities
and Exchange Commission by IRI International Corporation (the "Company") for the
purpose of providing the information set forth in a press release issued by the
Company on March 9, 1998, a copy of which is filed as Exhibit 99.1 hereto and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial Statement of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
The following exhibits are filed herewith:
99.1 Press Release dated March 9, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IRI INTERNATIONAL CORPORATION
By: /s/ Munawar H. Hidayatallah
---------------------------------------------
Munawar H. Hidayatallah
Executive Vice President and
Chief Financial Officer
Date: March 13, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
99.1 Press Release dated March 9, 1998.
</TABLE>
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Exhibit 99.1
IRI INTERNATIONAL, HITEC ASA ANNOUNCE STRATEGIC
MERGER TO CREATE WORLD LEADER IN ADVANCED
DRILLING TECHNOLOGY
HOUSTON and OSLO, Norway March 9/PRNewswire/ -- IRI International
Corporation (NYSE: IIR) and Hitec ASA (Oslo Stock Exchange: HIT) announced today
a strategic business combination that will create a world leader in the design,
engineering and manufacturing of advanced technology for offshore and land-based
drilling equipment for the oil and gas industry. The combined company will be
called IRI Hitec, Inc.
Under the terms of a definitive agreement, unanimously approved by the
Board of Directors of both companies, Hitec shareholders will receive 0.575 of a
newly issued share of IRI common stock for each common share of Hitec and,
accordingly, represent approximately 35 percent of the combined company. The
transaction is valued at US$280 million. The combined company will be listed on
the New York Stock Exchange (NYSE), and will apply for a secondary/parallel
listing on the Oslo Stock Exchange. Based on IRI's closing price of US$13 per
share on Friday, March 6, 1998, the combined entity with approximately 61.4
million shares outstanding will have a market capitalization of about US$800
million. Combined revenue in 1997 was about US$300 million with operating income
of US$28 million and net income of US$23 million. The transaction will not be
dilutive to 1998 earnings per share and should be accretive to 1999 earnings per
share. The transaction will be accounted for as a pooling of interests.
Hushang Ansary, IRI's chairman and CEO, who will become chairman and chief
executive officer of the combined company, said, "This is a perfect strategic
fit. It combines almost 100 years of IRI's global experience, extensive network
of manufacturing and distribution facilities and significant market share of its
diversified product lines with Hitec's state-of-the-art, innovative and unique
technologies, which are crucial for offshore and onshore development activities
of the global oil and gas industries. This will greatly benefit the combined
company's shareholders and is a major step in realizing our strategic
objectives."
Jon Gjedebo, president and chief executive officer of Hitec, who will
become president and chief operating officer of the combined companies, said,
"This is a unique opportunity that will rapidly expand Hitec's technological
presence in the United States and around the world where IRI has significant
market share and numerous long-standing customers. The combined company will
immediately become a major player in offshore drilling activities through the
use of Hitec's advanced technology. It will also have a unique opportunity to
significantly improve efficiency and profitability in its manufacturing
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of land-based equipment." Gjedebo and Arve Johnsen, chairman of Hitec, who is a
former chief executive officer of Statoil (Norway) will join the Board of
Directors of the combined company.
The transaction, which is subject to the approval of IRI shareholders,
acceptance by 90 percent of Hitec stockholders, regulatory approvals and
customary closing conditions, is expected to close in the second quarter of
1998.
IRI is one of the world's largest manufacturers and distributors of
drilling and associated equipment, well servicing rigs and downhole products.
Hitec is recognized as a leading supplier of highly advanced remote control
systems for offshore drilling packages, control and data acquisition systems,
robotic vehicles for sub-sea construction and intervention systems for use in
offshore drilling and production.
Statements made in this press release that are forward-looking in nature
are intended to be "forward-looking statements" within the meaning of section
21E of the Securities Exchange Act of 1934 and may involve risks and
uncertainties. These statements may differ materially from actual future events
or results. Readers are referred to documents filed by the Company with the
Securities and Exchange Commission, which identify significant risk factors
which could cause actual results to differ from those contained in the
forward-looking statements.
/CONTACT: Munawar H. Hidayatallah, Chief Financial Officer of IRI
International, 713-651-8002/
3/09/98
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