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): June 30, 1995
Christiana Companies, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 1-3846 95-1928079
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(Address of principal executive offices, including zip code)
(414) 291-9000
(Registrant's telephone number)
Not Applicable
(Former name or former address, if changed since last report.)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On June 30, 1995, Prideco, Inc. ("Prideco"), a majority-owned
subsidiary of the Registrant, merged (the "Merger") with Grant Acquisition
Company, a wholly-owned subsidiary of Energy Ventures, Inc. ("EVI"). In
the Merger, in which Prideco was the surviving corporation, the
Registrant's shares of Prideco were converted into 1,035,858 shares of
Common Stock, $1.00 par value, of EVI ("EVI Common Stock"). The EVI
Common Stock is listed on the New York Stock Exchange, Inc. and EVI files
periodic and other reports with the Securities and Exchange Commission
(Commission File No. 0-7265). The number of shares of EVI Common Stock
issued in the Merger were determined by arm's-length negotiation between
the Registrant and EVI.
Concurrently with the closing of the Merger, the Registrant
acquired (i) 606,405 shares of EVI Common Stock from EVI for a cash
payment of $9,000,000 ($14.84 per share) and (ii) an aggregate of 306,468
shares from three individuals who were the other stockholders of Prideco
(which shares were received by such persons in exchange for a part of
their shares of Prideco in the Merger) for an aggregate cash payment of
$4,290,552 ($14 per share). The 1,948,731 shares of EVI Common Stock
acquired by the Registrant in the transactions referred to above represent
13.1% of the outstanding shares of EVI Common Stock (based on information
regarding the number of outstanding shares of EVI provided to the
Registrant by EVI). In connection with the Merger, Sheldon B. Lubar, was
elected to the Board of Directors of EVI as a representative of the
Registrant.
Item 7. Financial Statements and Exhibits.
(b) Financial Statements:
Pro Forma Consolidated Balance Sheet as of March 31, 1995
Pro Forma Consolidated Statement of Earnings for the year ended
June 30, 1994
Pro Forma Consolidated Statement of Earnings for the nine months
ended March 31, 1995
(c) Exhibits:
2.1. Agreement and Plan of Merger, by and among Prideco, Inc.,
Christiana Companies, Inc., William Chunn, Donald Morris, Sandra Hamilton,
Energy Ventures, Inc. and Grant Acquisition Company, dated as of May 22,
1995 (incorporated by reference to the same-numbered exhibit in the
Registrant's Statement on Schedule 13D filed with respect to the EVI
Common Stock)
2.2. Amendment No. 1 to the Agreement and Plan of Merger
(incorporated by reference to the same-numbered exhibit in the
Registrant's Statement on Schedule 13D filed with respect to the EVI
Common Stock)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly authorized this report to be signed on its
behalf by the undersigned hereunto duly acknowledged.
Date: July 17, 1995
CHRISTIANA COMPANIES, INC.
By_________________________________
William T. Donovan
Executive Vice President
<PAGE>
<TABLE>
CHRISTIANA COMPANIES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1995
(unaudited)
<CAPTION>
Pro Forma Adjustments
Exchange of Acquisition of
Prideco of EVI
Historical Stock (a) Stock Pro Forma
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 7,920,000 $ (29,000) $ (5,266,000) (b) $ 2,625,000
Short-term investments 8,025,000 - (8,025,000) (b) -
Accounts receivable 16,668,000 (8,385,000) - 8,283,000
Inventory 13,630,000 (13,221,000) - 409,000
---------- ----------- ------------ ------------
Total Current Assets 46,243,000 (21,635,000) (13,291,000) 11,317,000
---------- ----------- ------------ ------------
Long-Term Assets:
Investments - 18,645,000 13,291,000 (b) 31,936,000
Mortgage notes receivable 3,463,000 - - 3,463,000
Rental properties, net 3,728,000 - - 3,728,000
Fixed Assets, net 78,709,000 (7,018,000) - 71,691,000
Other assets 11,373,000 (2,357,000) - 9,016,000
----------- ------------- ------------- ------------
Total Long-Term Assets 97,273,000 9,270,000 13,291,000 119,834,000
---------- ------------ ------------- ------------
$143,516,000 $(12,365,000) $ - $131,151,000
========== =========== ============= ============
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and
accrued liabilites $ 11,546,000 $ (4,422,000) $ - $ 7,124,000
Short-term debt 3,198,000 - - 3,198,000
Current portion of
notes payable 3,912,000 (1,036,000) - 2,876,000
----------- ------------ ----------- ------------
18,656,000 (5,458,000) - 13,198,000
Long-Term Liabilities:
Long-term debt 49,922,000 (13,062,000) - 36,860,000
Deferred Federal and
state taxes 12,566,000 3,356,000 - 15,922,000
Other liabilities 1,187,000 - - 1,187,000
------------ ------------ ------------ -----------
Total liabilities 82,331,000 (15,164,000) - 67,167,000
------------ ------------ ------------ -----------
Minority shareholders'
interest 3,251,000 (3,251,000) - -
------------ ------------ ------------ -----------
Shareholders' Equity:
Preferred Stock - - - -
Common stock 5,196,000 - - 5,196,000
Additional paid-in capital 12,022,000 - - 12,022,000
Retained earnings 40,716,000 10,050,000 (c) - 46,766,000
(4,000,000) (d) -
-------------- ------------ ---------- ------------
57,934,000 6,050,000 - 63,984,000
-------------- ------------ ----------- ------------
$143,516,000 $(12,365,000) $ - $131,151,000
============ =========== =========== ============
</TABLE>
Notes:
(a) Reflects the exchange of Prideco shares for shares of common stock in
EVI. Prior to the exchange, Prideco was majority owned by the
Registrant and, accordingly, the financial position of Prideco was
consolidated with Registrant. Registrant will account for the
investment in EVI using the cost method.
(b) Reflects the purchase of EVI shares by Registrant.
(c) Reflects the pre-tax gain on the exchange of shares noted in (b)
above.
(d) Reflects the tax provision (deferred) on the gain on the exchange of
shares.
<PAGE>
<TABLE>
CHRISTIANA COMPANIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED JUNE 30, 1994
(unaudited)
<CAPTION>
Pro Forma Adjustments
Exchange of Acquisition of
Prideco of EVI
Historical Stock (a) Stock Pro Forma
<S> <C> <C> <C> <C>
Revenues:
Product sales $46,428,000 $(46,428,000) - $ -
Warehousing, rental
and related services 43,725,000 - - 43,725,000
----------- ------------ ------------ -------------
90,153,000 (46,428,000) - 43,725,000
----------- ------------ ------------ -------------
Costs and expenses:
Cost of sales 39,840,000 (39,840,000) - -
Warehousing, rental
and related services 35,136,000 - - 35,136,000
Selling, general &
administrative expenses 8,755,000 (3,420,000) - 5,335,000
------------ ------------ ------------- -----------
83,731,000 (43,260,000) - 40,471,000
------------ ------------ ------------- -----------
Earnings from operations 6,422,000 (3,168,000) - 3,254,000
Other Income (Expense):
Interest income 896,000 - (798,000) (b) 98,000
Interest expense (3,710,000) 983,000 - (2,727,000)
Gains on sale of real estate 5,615,000 - - 5,615,000
Other income (expense) (3,316,000) 214,000 - (3,102,000)
------------ ------------ ------------ ------------
Total other income (515,000) 1,197,000 (798,000) (116,000)
------------ ------------ ------------ ------------
Earnings before income taxes
and minority interest 5,907,000 (1,971,000) (798,000) 3,138,000
Income tax provision 2,256,000 (700,000) (319,000) (c) 1,237,000
------------ ------------ ------------ ------------
Net earnings before
minority interest 3,651,000 (1,271,000) (479,000) 1,901,000
Minority interest (530,000) 530,000 - -
----------- ------------ ----------- -----------
Net earnings $ 3,121,000 $ (741,000) $ (479,000) $ 1,901,000
=========== =========== ========== ===========
Earnings per share $0.59 $0.36
===== =====
</TABLE>
Note 1: Prideco was a majority owned subsidiary of the Registrant and,
accordingly, the results were consolidated as part of the Registrant. The
Registrant's investment in EVI will be accounted for under the cost method
as an asset available for sale.
Note 2: The pro forma adjustments are as follows:
(a) Reflects the deconsolidation of Prideco due to the exchange of
Prideco shares for common stock in EVI.
(b) Reflects decreased interest income due to funds used to purchase
shares of EVI.
(c) Reflects tax benefit of adjustment (b).
<PAGE>
<TABLE>
CHRISTIANA COMPANIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE NINE MONTHS ENDED MARCH 31, 1995
(unaudited)
<CAPTION>
Pro Forma Adjustments
Exchange of Acquisition of
Prideco of EVI
Historical Stock (a) Stock Pro Forma
<S> <C> <C> <C> <C>
Revenues:
Product Sales $39,911,000 $(39,911,000) - $ -
Warehousing, rental and
related services 53,933,000 - - 53,933,000
----------- ----------- ------------ ------------
93,844,000 (39,911,000) - 53,933,000
---------- ----------- ------------ ------------
Costs and expenses:
Cost of sales 34,066,000 (34,066,000) - -
Warehousing, rental and
related services 43,057,000 - - 43,057,000
Selling, general &
administrative expenses 8,386,000 (2,859,000) - 5,527,000
----------- ----------- ----------- -----------
85,509,000 (36,925,000) - 48,584,000
----------- ----------- ----------- -----------
Earnings from operations 8,335,000 (2,986,000) - 5,349,000
Other Income (Expense):
Interest income 746,000 - (598,000) (b) 148,000
Interest expense (3,634,000) 1,210,000 - (2,424,000)
Gains on sale of real
estate 2,580,000 - - 2,580,000
Other income (expense) (361,000) 55,000 - ( 306,000)
----------- ----------- ------------ -----------
Total other income (669,000) 1,265,000 (598,000) ( 2,000)
----------- ----------- ------------ -----------
Earnings before income
taxes and minority
interest 7,666,000 (1,721,000) (598,000) 5,347,000
Income tax provision 2,915,000 (599,000) (239,000) (c) 2,077,000
------------ ------------ ------------- ------------
Net earnings before
minority interest 4,751,000 (1,122,000) (359,000) 3,270,000
Minority interest (465,000) 465,000 - -
----------- ----------- ---------- ----------
Net earnings $ 4,286,000 $ (657,000) $ (359,000) $ 3,270,000
=========== ========== ========== ==========
Earnings per share $0.81 $0.62
===== =====
</TABLE>
Note 1: Prideco was a majority owned subsidiary of the Registrant and,
accordingly, the results were consolidated as part of the Registrant. The
Registrant's investment in EVI will be accounted for under the cost method
as an asset available for sale.
Note 2: The pro forma adjustments are as follows:
(a) Reflects the deconsolidation of Prideco due to the exchange of
Prideco shares for common stock in EVI.
(b) Reflects decreased interest income due to funds used to purchase
shares of EVI.
(c) reflects tax benefit of adjustment (b).
