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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): December 22, 2000
AROC Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-28463 74-2932492
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 491-1100
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(Former name or former address, if changed since last report)
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Item 9. Regulation FD Disclosure
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The registrant previously announced that its senior management had proposed
to the board of directors that the board consider a transaction to acquire for
cash, in an amount to be determined by the board of directors, all of the shares
of its common stock held by persons other than AROC's largest stockholders.
After discussions with the independent members of the registrant's board of
directors and the registrant's largest shareholder following that announcement,
management determined that it would not be practical to complete such a
transaction. Therefore, management has withdrawn the proposal.
In addition, Messrs. Phillip Douglas, William J.A. Kennedy and John R.
Martinson resigned as directors of the registrant and three directors were
elected to fill the vacancies created by the resignations. The three directors
elected are Robert L. Zorich, Gary R. Petersen and D. Martin Phillips.
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SIGNATURE
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.
Dated December 22, 2000.
AROC Inc.
By: /s/ John A. Keenan
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John A. Keenan,
Chief Executive Officer
