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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 8, 1998 (May 22, 1998)
TEAM, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Texas 0-9950 74-1765729
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(State or other Juris- (Commission (IRS Employer
diction of incorporation File No.) Identification No.)
200 Hermann Drive
Alvin, Texas 77511
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (281) 331-6154.
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1019 South Hood Street
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(Former name or address)
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Item 5. Other Events.
Effective May 22, 1998, Team entered into a Letter Agreement ("Letter
Agreement") with Houston Post Oak Partners, Ltd., a Texas limited partnership of
which Mr. Louis A. Waters is the sole general partner ("Post Oak"). The Letter
Agreement provides that Post Oak will purchase and Team will sell to Post Oak at
the closing 1,200,000 shares of Team common stock for $2.75 per share, for an
aggregate consideration of $3,300,000 ("Purchase Price"). Team's independent
investment bankers have delivered an opinion that the transactions contemplated
by the Letter Agreement are fair to Team.
There are several conditions to closing the sale to Post Oak. First, Team and
Post Oak must enter into a mutually acceptable definitive agreement, which must
occur on or prior to June 12, 1998, in accordance with the Letter Agreement.
Under the Letter Agreement, Team and Post Oak contemplate that closing under the
definitive agreement will occur on June 22, 1998. Prior to such date, Team and
Post Oak must receive the appropriate consents and approvals for the sale, if
any, and no legal or governmental action shall have been instituted that could
cause either Team or Post Oak to reasonably conclude that the transaction should
not be consummated. There can be no assurance that all conditions to closing
will be met and that the transactions contemplated under the Letter Agreement
will be consummated.
Team does not plan to register the sale of Team common stock to Post Oak;
instead, Team plans to rely on the exemption from registration for transactions
not involving a public offering, in accordance with Section 4(2) of the
Securities Act of 1933, as amended.
In accordance with Team's Bylaws, the Board of Directors has appointed Mr.
Waters as a Director of Team. Mr. Waters will serve as a Director until the next
annual meeting of Team's shareholders, unless he shall earlier resign, die or be
removed from such position.
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Mr. Waters, 59, was the founding chairman of the board and chief executive
officer of Browning-Ferris Industries, Inc. ("BFI"). He served as chairman and
chief executive officer from 1969 through 1980, chairman of BFI's Executive
Committee from 1980 through 1988, and chairman of the Finance Committee from
1988 to March 1997.
Mr. Waters recently directed BFI's international activities as chairman and
chief executive officer of BFI International, Inc. from 1991 to March 1997, when
he retired from full-time duty with BFI.
With Mr. Waters' substantial continuous involvement, BFI, the initial
consolidator of the solid waste industry, grew from a small Houston company in
1969 to a $5.8 billion international waste services company operating across
North America and 11 other countries including the Netherlands, Germany and the
United Kingdom.
Mr. Waters received his B.A. and B.S. degrees in mechanical engineering from
Houston's Rice University in 1960 and 1962. He first practiced engineering at
Cameron Iron Works in Houston before attending Harvard Business School where he
received an M.B.A. in 1966. From there he moved to the corporate finance
department of a large investment banking firm in New York City then returned to
Houston to head the corporate finance department of Underwood- Neuhaus & Company
prior to joining the founding group of BFI.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Part(a) - Financial Statements of Business Being Acquired - Not
applicable.
Part(b) - Pro Forma Financial Information - Not applicable.
Part(c) - Exhibits.
99.1 That certain Letter Agreement, by and between
Team, Inc. and Houston Post Oak Partners, Ltd., dated
May 21, 1998, but accepted effective as of May 22, 1998,
is filed as an exhibit hereto.
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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.
Date: June 8, 1998 TEAM, INC.
/s/ William A. Ryan
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By: William A. Ryan
Chairman of the Board
/s/ Ted Owen
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By: Ted Owen
Vice President,
Chief Financial Officer
and Secretary
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EXHIBIT INDEX
99.1 That certain Letter Agreement, by and between
Team, Inc. and Houston Post Oak Partners, Ltd., dated
May 21, 1998, but accepted effective as of May 22, 1998,
is filed as an exhibit hereto.
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EXHIBIT 99.1
May 21, 1998
Mr. Louis A. Waters
Managing General Partner
Houston Post Oak Partners, Ltd.
520 Post Oak Blvd.
Suite 850
Houston, TX 77027
Re: Private Placement of 1,200,000 shares of the common
stock ("Team Shares") of Team, Inc.("Team")
Dear Mr. Waters:
We were pleased to have you attend the special meeting of Team's Board
of Directors("Board") on Monday of this week. During a special meeting which was
concluded this afternoon, the Board unanimously authorized the sale in a private
placement transaction (the "Transaction")of 1,200,000 Team Shares to Houston
Post Oak Partners, Ltd.("Post Oak"). The terms authorized by the Board are as
follows:
1. Purchase Price. The purchase price ("Purchase Price") for the
Team Shares will be $2.75 per Team Share for an aggregate Purchase Price of
$3,300,000. The Purchase Price will be due in full at the closing ("Closing") of
the sale of the Transaction. The Purchase Price represents a discount of
approximately 8.33% from the $3 closing price for Team Shares on the American
Stock Exchange today. The Purchase Price is based upon our good faith effort to
arrive at current value taking into account, among other things, the large
number of shares and the lack of immediate marketability for the shares. As you
know, we have had extensive discussions about the Transaction with Mr. Steve
Lasher, managing director of The GulfStar Group, and he confirmed late this
afternoon that his firm would render a written opinion (" Fairness Opinion")
with respect to the pricing of the Team Shares.
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Mr. Louis A. Waters
Managing General Partner
Houston Post Oak Partners, Ltd.
May 21, 1998
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2. Definitive Agreement. If Post Oak accepts this proposal, the
parties shall enter into a mutually acceptable definitive agreement ("Definitive
Agreement") with respect to the Transaction on or before June 12, 1998. The
Definitive Agreement shall embody the terms and conditions set forth above,
shall contain representations and warranties which are customary to transactions
of this sort, may contain any other covenants as the parties shall agree upon
and shall provide that the Closing of the Transaction will occur on or before
June 22, 1998.
3. Rights Agreement. In order to facilitate the Transaction, the
Board also authorized the Redemption of the Outstanding Rights under the Rights
Agreement dated October 24, 1990, by and between Team and Ameritrust Company
N.A.
4. Conditions. If this proposal is accepted by Post Oak, this
letter shall thereupon become a legally binding contract. Closing of the
Transaction shall, however, be subject to the prior satisfaction of the
following terms and conditions:
(a) The parties shall have received the written Fairness
Opinion;
(b) All required consents and approvals to the
Transaction shall have been obtained prior to the Closing; and,
(c) No legal or governmental action shall have been
instituted as of the Closing Date which shall cause either party to
reasonably conclude that the Transaction should not be consummated.
5. Confidentiality. The Partnership and Team will each use their
reasonable best efforts to maintain confidentiality with respect to the
Transaction, subject, however, to making such disclosures as either of them
shall deem appropriate or required pursuant to applicable securities laws. The
Confidentiality
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Mr. Louis A. Waters
Managing General Partner
Houston Post Oak Partners, Ltd.
May 21, 1998
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Agreement which you previously entered into with Team will survive this Proposal
and the Closing.
While it is not a condition of this Proposal that you serve as a
Director of Team, the Board intends to invite you to become a Team Director
immediately following Post Oak's acceptance of this Proposal.
If the forgoing is acceptable to Post Oak, please sign the enclosed
copy of this letter and return it to me on or before the close of business on
June 5, 1998.
Very truly yours,
TEAM, INC.
By /s/ William A. Ryan
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William A. Ryan,
Chairman
The undersigned agrees to the terms and conditions outlined above this
the 22nd day of May, 1998.
HOUSTON POST OAK PARTNERS, LTD.
By /s/ Louis A. Waters
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Louis A. Waters, General
Partner
