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): MAY 22, 1995
ENERGY VENTURES, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-7265 04-2515019
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
5 POST OAK PARK, SUITE 1760,
HOUSTON, TEXAS 77027-3415
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 297-8400
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Exhibit Index Appears on Page 5
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ITEM 5. OTHER EVENTS.
On May 22, 1995, Energy Ventures, Inc., a Delaware corporation ("the
Company"), Grant Acquisition Company, a wholly owned subsidiary of the Company
("Grant"), Prideco, Inc., a Texas corporation ("Prideco"), and the shareholders
of Prideco entered into an Agreement and Plan of Merger (the "Agreement")
providing for the acquisition by the Company of Prideco through a merger of
Grant with and into Prideco. Under the terms of the acquisition, the Company is
required to issue approximately 2.5 million shares of its common stock, $1.00
par value ("Common Stock"), to the shareholders of Prideco, including
approximately 643,000 shares to be issued to Christiana Companies, Inc., which
owns approximately 68% of Prideco, in consideration of $9 million that will be
applied to the reduction of Prideco's debt. The shares of Common Stock issuable
in the transaction are subject to adjustment if the average per share market
price of the Common Stock over a 20-day period prior to the closing is above $16
per share or below $12 per share.
The acquisition of Prideco is subject to various conditions precedent set
forth in the Agreement, including Prideco having a minimum working capital of at
least $15 million and funded debt (less the $9 million to be received from
Christiana) of $5 to $6 million, the receipt of various third party consents and
approvals and the receipt of all necessary governmental approvals. Christiana
also may elect not to close if the average per share market price of the Common
Stock over a 20-day period prior to the closing is greater than $19. The
transaction is scheduled to close as soon as practical after the satisfaction of
the conditions precedent.
The business operations of Prideco are expected to be combined with the
operations of Grant TFW, the Company's drill pipe and tubular subsidiary.
A copy of the press release announcing the signing of the Agreement is
filed as Exhibit 99 hereto and is hereby incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
The following document is filed as an exhibit to this report in accordance
with Item 601 of Regulation S-K.
99 Press release of Energy Ventures, Inc. dated May 23, 1995.
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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 hereunto duly authorized.
ENERGY VENTURES, INC.
Dated: May 31, 1995 /s/ FRANCES R. POWELL
Frances R. Powell
Controller
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INDEX TO EXHIBITS
NUMBER EXHIBIT
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99 Press release of Energy Ventures, Inc. dated May 23, 1995.
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EXHIBIT 99
[ENERGY VENTURES, INC. LETTERHEAD]
For Immediate Release
EVI ANNOUNCES ACQUISITION OF PRIDECO
May 23, 1995, Houston, Texas -- Energy Ventures, Inc. (NYSE--EVI) today
announced the signing of a definitive agreement to purchase Prideco, Inc.
Prideco, 60% owned by Christiana Companies (NYSE: CST), is a manufacturer and
marketer of drill collars, heavyweights and drill pipe. Prideco, headquartered
in Houston, will be combined with Grant TFW, the Company's tubular subsidiary.
For the twelve months ended March 31, 1995, Prideco had total revenues in excess
of $50 million.
There are substantial synergies between Grant and Prideco. First, Grant
will complete its line of drilling tubulars particularly drill collars,
heavyweights, kellys and other drilling related equipment not currently
manufactured by Grant; such product line extension will be distributed through
Grant's existing sales force in the international oilfields. Second, with the
addition of Prideco's premium casing manufacturing capabilities, Grant will
further integrate its Atlas Bradford premium engineered connection business.
Third, the material cost savings that will be generated as a result of the
combination will allow Grant to more effectively compete worldwide in the drill
pipe market.
The terms of the definitive agreement call for EVI to issue 2.5 million
common shares, subject to a defined collar, and to assume $5 million of Prideco
debt. The acquisition, which will be accounted for as a purchase, will close as
soon as practicable after the receipt of all necessary approvals.
EVI is an international oilfield service and equipment company with
manufacturing and rig operations in nine countries. The Company manufactures
artificial lift & completion systems, drill pipe and premium tubulars and
provides rig contracting services.
Contact:
James G. Kiley
Vice President, Finance
and Treasurer
(713) 297-8440
5 POST OAK PARK, SUITE 1760 o HOUSTON, TEXAS 77027-3415
(713) 297-8400 o FAX: (713) 297-8488
