<PAGE> 1
================================================================================
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): AUGUST 21, 1996
ENERGY VENTURES, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-7265 04-2515019
(State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
</TABLE>
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
================================================================================
Page 1
Exhibit Index Appears on Page 4
<PAGE> 2
ITEM 5. OTHER EVENTS.
On August 21, 1996, Energy Ventures, Inc., a Delaware corporation (the
"Company"), completed the acquisition (the "Noble Acquisition") from Noble
Drilling Corporation, a Delaware corporation ("Noble"), of two barge drilling
rigs that are currently operating in Nigeria pursuant to an Asset Purchase
Agreement (the "Agreement") dated as of June 21, 1996, by and between the
Company and Mallard Bay Drilling, Inc., a Louisiana corporation and wholly
owned subsidiary of the Company, and Noble and Noble Drilling (West Africa)
Inc., a Delaware corporation. Under the terms of the Agreement, the Company
acquired the two rigs from Noble in exchange for $24.5 million in cash and a
$7.5 million drill pipe credit. The cash consideration paid in the Noble
Acquisition was funded with a portion of the net proceeds from the Company's
recent public offering of Common Stock completed on July 26, 1996.
In connection with the closing of the Noble Acquisition, the Company
also has entered into long-term drilling contracts with The Shell Petroleum
Development Company of Nigeria Ltd. for the operation of the rigs after the
closing.
A copy of the press release announcing the closing of the Noble
Acquisition is filed as Exhibit 99.1 and is hereby incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
99.1 - Press Release of the Company dated August 22, 1996,
announcing the closing of the Noble Acquisition.
Page 2
<PAGE> 3
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: August 22, 1996 /s/ JAMES G. KILEY
----------------------------------------
James G. Kiley
Vice President and
Chief Financial Officer
Page 3
<PAGE> 4
INDEX TO EXHIBITS
Number Exhibit
------ -------
99.1 Press Release of the Company dated August 22, 1996,
announcing the closing of the Noble Acquisition.
Page 4
<PAGE> 1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
EVI ANNOUNCES ACQUISITION OF BARGE DRILLING RIGS FOR $32 MILLION
August 22, 1996, Houston, Texas--Energy Ventures, Inc. (NYSE-EVI) today
announced that it has completed the previously announced acquisition of two
barge drilling rigs, the Lewis Dugger and the Chuck Syring, from Noble Drilling
Corporation. The consideration for the rigs was $32 million, consisting of
$24.5 million in cash and a $7.5 million drill pipe credit.
The rigs are now part of the Company's Mallard Drilling rig contracting
division. Mallard, the world's second largest barge rig company with a current
fleet of 38 barge rigs, has executed three year contracts for each rig with
Shell Petroleum Development Company of Nigeria Ltd. Operations under those
contracts have commenced.
EVI is an international oilfield service and equipment company with
manufacturing and rig operations in nine countries. The Company manufactures
drill pipe and premium tubulars, production equipment and provides rig
contracting services.
Contact:
James G. Kiley
Vice President and
Chief Financial Officer
(713) 297-8400
