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PROSPECTUS File Pursuant to Rule 424(b)(4)
Registration No. 333-03407
99,460 SHARES
ENERGY VENTURES, INC.
COMMON STOCK
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This Prospectus has been prepared for use in connection with the proposed
sale by certain stockholders (the "Selling Stockholders") of Energy Ventures,
Inc., a Delaware corporation (the "Company"), of an aggregate of 99,460 shares
(the "Shares") of common stock, $1.00 par value (the "Common Stock"), of the
Company. The Shares may be offered and sold by the Selling Stockholders from
time to time for a period of 87 days from the date hereof directly or through
broker-dealers designated from time to time. The Shares may be sold from time to
time in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at prices determined on a negotiated or
competitive bid basis. Shares may be sold through a broker-dealer acting as
agent or broker for a Selling Stockholder, or to a broker-dealer acting as
principal. See "Plan of Distribution".
The Common Stock is traded on the New York Stock Exchange (the "NYSE")
under the symbol "EVI". On August 28, 1996, the last reported sales price for
the Common Stock as reported on the NYSE was $32 7/8 per share.
The Company will receive no portion of the proceeds of the sale of the
Shares offered hereby and will bear certain of the expenses incident to their
registration. The Company has agreed to indemnify the Selling Stockholders
against certain civil liabilities, including liabilities under the Securities
Act of 1933, or to contribute to payments the Selling Stockholders may be
required to make in respect thereof. See "Plan of Distribution" and "Selling
Stockholders".
The Shares have not been registered for sale under the securities laws of
any state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the existence of any
exemption from registration or the registration thereof under the securities
laws of the states in which such transactions occur.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is August 30, 1996.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION................................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................................... 3
THE COMPANY............................................................................. 3
DESCRIPTION OF CAPITAL STOCK............................................................ 3
SELLING STOCKHOLDERS.................................................................... 5
PLAN OF DISTRIBUTION.................................................................... 7
LEGAL MATTERS........................................................................... 7
EXPERTS................................................................................. 7
</TABLE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
STOCKHOLDERS OR ANY UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SHARES BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER NO
CIRCUMSTANCES SHALL THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO
THIS PROSPECTUS CREATE ANY IMPLICATION THAT INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected at the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
Regional Offices of the Commission at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York,
New York 10048. Copies of such material can also be obtained from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a World Wide Web site on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Such
reports, proxy and information statements and other information concerning the
Company can also be inspected and copied at the offices of the NYSE, 20 Broad
Street, New York, New York 10005, on which the Common Stock is listed.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement, certain items of which are contained in
exhibits to the Registration Statement as permitted by the rules and regulations
of the Commission. For further information with respect to the Company and the
Common Stock offered hereby, reference is made to the Registration Statement,
including the exhibits thereto, which may be inspected without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Regional Offices of the Commission, and
copies of which may be obtained from the Commission at prescribed rates.
Statements made in this Prospectus concerning the contents of any document
referred to herein are not necessarily complete. With respect to each such
document filed with the Commission as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(c) The Company's Current Report on Form 8-K dated July 13, 1995, as
amended by the Current Report on Form 8-K/A dated August 17, 1995, as
amended by Amendment No. 2 to the Form 8-K/A dated May 7, 1996;
(d) The Company's Current Report on Form 8-K dated June 24, 1996;
(e) The Company's Current Report on Form 8-K dated July 18, 1996;
(f) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996;
(g) The Company's Current Report on Form 8-K dated August 5, 1996; and
(h) The Company's Current Report on Form 8-K dated August 21, 1996.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Common Stock pursuant hereto
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of the filing of such documents. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents incorporated by reference
herein, other than the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates. Written or oral requests for such copies should be directed to the
Company at 5 Post Oak Park, Suite 1760, Houston, Texas 77027-3415, Attention:
Secretary (Telephone number: (713) 297-8400).
THE COMPANY
Energy Ventures, Inc. is an international manufacturer and supplier of
oilfield equipment and contract drilling services. The Company operates through
two business segments: oilfield equipment and contract drilling. The oilfield
equipment segment manufactures drill pipe, premium tubulars and a complete line
of artificial lift and production equipment. The Company's contract drilling
segment consists primarily of barge rigs used by oil and gas companies for the
exploration and development of natural gas primarily in the U.S. Gulf Coast
area. The Company's tubular products and contract drilling operating divisions
provide products and services used primarily for natural gas exploration and
production. The artificial lift and production equipment lines are primarily
related to the aging of oil producing formations.
The Company was incorporated in 1972 as a Massachusetts corporation and was
reincorporated in Delaware in 1980. The Company's corporate office is located at
5 Post Oak Park, Suite 1760, Houston, Texas 77027-3415, and its telephone number
is 713/297-8400.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 40,000,000 shares of
Common Stock, par value $1.00 per share, and 3,000,000 shares of Preferred
Stock, par value $1.00 per share ("Preferred Stock"). At
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August 28, 1996, 22,939,625 shares of Common Stock were outstanding. In
addition, at August 28, 1996, there were 1,550,268 shares of Common Stock
reserved for issuance pursuant to the Company's 1981 Employee Stock Option Plan,
1992 Employee Stock Option Plan, Non-Employee Director Stock Option Plan and
restricted stock plan for foreign key employees, of which 834,268 shares of
Common Stock were reserved for issuance upon exercise of outstanding options. At
August 28, 1996, there were no shares of Preferred Stock issued or outstanding.
The holders of shares of Common Stock are not liable to further calls or
assessments by the Company. The description below is a summary of and is
qualified in its entirety by the provisions of the Company's Restated
Certificate of Incorporation as currently in effect.
Subject to the rights of the holders of any outstanding shares of Preferred
Stock and those rights provided by law, (i) dividends may be declared and paid
or set apart for payment upon the Common Stock out of any assets or funds of the
Company legally available for the payment of dividends and may be payable in
cash, stock or otherwise, (ii) the holders of the Company stock have the
exclusive right to vote for the election of directors and, except as provided
below, on all other matters requiring stockholder action generally, with each
share being entitled to one vote, and (iii) upon the voluntary or involuntary
liquidation, dissolution or winding up of the Company, the net assets of the
Company will be distributed pro rata to the holders of the Common Stock in
accordance with their respective rights and interests to the exclusion of the
holders of any outstanding shares of Preferred Stock.
Although the holders of the Common Stock are generally entitled to vote for
the approval of amendments to the Company's Restated Certificate of
Incorporation, the voting rights of the holders of the Common Stock are limited
with respect to certain amendments to the Company's Restated Certificate of
Incorporation that affect only the holders of the Preferred Stock. Specifically,
subject to the rights of any outstanding shares of any series of Preferred
Stock, the Company's Restated Certificate of Incorporation provides that it may
be amended from time to time in any manner that would solely modify or change
the relative powers, preferences and rights and the qualifications or
restrictions of any issued shares of any series of Preferred Stock then
outstanding with the only required vote or consent for approval of such
amendment being the affirmative vote or consent of the holders of a majority of
the outstanding shares of the series of Preferred Stock so affected, provided
that the powers, preferences and rights and the qualifications and limitations
or restrictions of such series after giving effect to such amendment are no
greater than the powers, preferences and rights and qualifications and
limitations or restrictions permitted to be fixed and determined by the Board of
Directors with respect to the establishment of any new series of shares of
Preferred Stock pursuant to the authority vested in the Board of Directors as to
such matters.
Holders of the Common Stock do not have any cumulative voting, redemptive
or conversion rights and have no preemptive rights to subscribe for, purchase or
receive any class of shares or securities of the Company. Holders of the Common
Stock have no fixed dividend rights. Dividends may be declared by the Board of
Directors at its discretion depending on various factors, although no dividends
are anticipated for the foreseeable future. The Company is currently subject to
certain prohibitions on the declaration and payment of cash dividends on the
Common Stock under the terms of the Company's existing credit facilities. In
addition, under the terms of the Company's 10 1/4% Senior Notes due 2004
("Senior Notes"), the Company is limited in the amount of funds it may
distribute as dividends or distributions to stockholders to an amount generally
equal to: (a) the sum of (i) its earnings subsequent to December 31, 1993, (ii)
the net consideration received from certain stock issuances since March 1994,
(iii) the value of certain investments in unrestricted subsidiaries redesignated
as restricted subsidiaries and (iv) $5 million, less (b) the amount of
dividends, distributions and other restricted payments made by the Company since
March 1994. The Company is also restricted under its principal working capital
facility in the amount of dividends, distributions and other restricted payments
that it may make to stockholders to an amount generally equal to (a) the sum of
(i) 25% of its earnings subsequent to March 31, 1996, (ii) the net consideration
received from certain stock issuances since June 26, 1996, (iii) the value of
certain investments in unrestricted subsidiaries designated as restricted
subsidiaries and (iv) $10 million less (b) the amount of dividends,
distributions and other restricted payments made by the Company since June 26,
1996. As of June 30, 1996, the Company was limited in the amount of dividends,
distributions and other restricted payments that could be made by it under the
terms of the Senior Notes and the Company's credit facility to approximately
$151 million and $10 million, respectively.
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The Preferred Stock may be issued from time to time in one or more series,
with each such series having such powers, preferences and rights and
qualifications and limitations or restrictions as may be fixed by the Board of
Directors pursuant to the resolution or resolutions providing for the issuance
of such series.
Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the Company of stock or any transaction
from which the director derived an improper personal benefit. The Company's
Restated Certificate of Incorporation provides that the Company's directors are
not liable to the Company or its stockholders for monetary damages for breach of
their fiduciary duty, subject to the above described exceptions specified by
Delaware law.
As a Delaware corporation, the Company is subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% or more of a
corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three years following
the date such person became an interested stockholder unless (i) before such
person became an interested stockholder, the board of directors of the
corporation approved the transaction in which the interested stockholder became
an interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owns at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding stock held by directors who are also officers of the
corporation and by employee stock plans that do not provide employees with the
rights to determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer); or (iii) following the transaction
in which such person became an interested stockholder, the business combination
is approved by the board of directors of the corporation and authorized at a
meeting of stockholders by the affirmative vote of the holders of two-thirds of
the outstanding voting stock of the corporation not owned by the interested
stockholder. Under Section 203, the restrictions described above also do not
apply to certain business combinations proposed by an interested stockholder
following the announcement or notification of one of certain extraordinary
transactions involving the corporation and a person who had not been an
interested stockholder during the previous three years or who became an
interested stockholder with the approval of a majority of the corporation's
directors, if such extraordinary transaction is approved or not opposed by a
majority of the directors who were directors prior to any person becoming an
interested stockholder during the previous three years or were recommended for
election or elected to succeed such directors by a majority of such directors.
The Company has approved the acquisition by GulfMark International, Inc.
("GulfMark") and Lehman Brothers Holdings Inc. ("Holdings") of the shares of
Common Stock owned by them under Section 203 and GulfMark and Holdings are
therefore not subject to the restrictions under Section 203.
The Registrar and Transfer Agent for the Common Stock is American Stock
Transfer and Trust Company, New York, New York.
SELLING STOCKHOLDERS
This Prospectus constitutes a part of the Registration Statement filed by
the Company pursuant to registration rights granted to the Selling Stockholders
in the Agreement and Plan of Merger dated as of May 3, 1996 (the "Agreement"),
by and among ENERPRO International, Inc., a Delaware corporation ("ENERPRO"),
the Company and EVI Acquisition, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company ("EVI Acquisition"). The Agreement was entered in
conjunction with the Company's acquisition of ENERPRO through a merger (the
"Merger") of EVI Acquisition with and into ENERPRO. Pursuant to the terms of the
Agreement, the Company will pay all expenses of registering the Shares under the
Securities Act, including, without limitation, all registration and filing fees,
printing expenses and the fees and disbursements of the counsel and accountants
for the Company. The Agreement also provides that the Company will indemnify the
Selling Stockholders against certain civil liabilities, including
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liabilities under the Securities Act, or to contribute to payments the Selling
Stockholders may be required to make in respect thereof. The Selling
Stockholders have agreed to indemnify the Company against certain liabilities,
including liabilities under the Securities Act, with respect to information
provided by the Selling Stockholders in connection with this offering.
Additionally, the Selling Stockholders will pay all fees and disbursements of
their counsel and all brokerage fees, commissions and expenses, if any,
applicable to the Shares sold by them.
The following table sets forth certain information with respect to the
shares of Common Stock beneficially owned by each Selling Stockholder as of
August 28, 1996, all of which may be sold pursuant to this Prospectus:
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME OF SHARES OUTSTANDING
SELLING STOCKHOLDER OWNED(1) SHARES
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Donna and Scott Anderson....................................... 1,050 *
John Bourgeois................................................. 1,470 *
David W. Douglas............................................... 5,000 *
Henry S. Drastata.............................................. 7,700 *
Jeff A. Grobelny............................................... 5,600 *
John Ivy....................................................... 630 *
Michael J. Jellison............................................ 700 *
William M. Johnson............................................. 1,050 *
George Ribble.................................................. 560 *
C.C. Stephenson, Jr. .......................................... 35,000 *
TFP, Ltd. ..................................................... 40,000 *
Gerald P. Werner............................................... 700 *
</TABLE>
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* Less than 1%
(1) Because the Selling Stockholders may offer all or a portion of the Shares
pursuant to this Prospectus, no estimate can be given as to the number of
shares of Common Stock that will be held by the Selling Stockholders upon
termination of any such sales.
Prior to the Merger, (i) John Bourgeois, David W. Douglas, Henry S.
Drastata, Jeff A. Grobelny, John Ivy and Michael J. Jellison were officers and
stockholders of ENERPRO, (ii) Mr. Douglas, C.C. Stephenson, Jr., and John T.
McNabb, II were directors and stockholders of ENERPRO, and (iii) Philip B.
Allen, C. James Bode, Larry J. Bump, Melvin F. Spreitzer and Joseph N. Tate were
directors of ENERPRO and were beneficial owners of stock of ENERPRO through
their affiliation with certain entities that were stockholders of ENERPRO.
Effective as of the Merger, all of such persons ceased to be officers and
directors of ENERPRO. In addition, Messrs. Douglas and Ivy are no longer
employees of ENERPRO and have received or will receive severance payments of
approximately $300,000 and $85,000, respectively. Messrs. Bourgeois, Drastata,
Grobelny and Jellison are continuing in their employment with the Company at
annual base salaries of approximately $63,000, $82,000, $82,000 and $69,000,
respectively. The Company has been advised by John T. McNabb, II, a former
director and stockholder of ENERPRO, that Growth Capital Partners, an entity
with which Messrs. McNabb and Douglas are affiliated, provided financial
advisory services to ENERPRO in connection with ENERPRO's acquisition of assets
at the time of its inception and in connection with the issuance of preferred
stock of ENERPRO, both of which occurred in August 1993. Growth Capital Partners
received customary compensation for such transactions. None of the Selling
Stockholders has, within the past three years, held any position, office or
other material relationship with the Company or any of its predecessors or
affiliates, except as noted above.
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PLAN OF DISTRIBUTION
The Shares may be sold pursuant to the methods described below from time to
time for a period of 87 days from the date hereof by or for the account of the
Selling Stockholders on the NYSE or otherwise at prices and on terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The Shares may be sold by any one or more of the
following methods: (a) a block trade (which may involve crosses) in which the
broker or dealer so engaged will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
and (d) privately negotiated transactions. The Selling Stockholders may effect
such transactions by selling Shares through broker-dealers, and such
broker-dealers may receive compensation in the form of commissions from the
Selling Stockholders (which commissions will not exceed those customary in the
types of transactions involved). The Selling Stockholders and any broker-dealers
that participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any profit on the sale of Shares by it and any fees and commissions
received by any such broker-dealers may be deemed to be underwriting discounts
and commissions.
At the time a particular offering of Common Stock is made hereunder, to the
extent required by law, a Prospectus Supplement will be distributed which will
set forth the amount of Common Stock being offered and the terms of the
offering, including the purchase price, the name or names of any dealers or
agents, the purchase price paid for Common Stock purchased from the Selling
Stockholders and any items constituting compensation from the Selling
Stockholders.
LEGAL MATTERS
In connection with the Common Stock offered hereby, the validity of the
shares being offered will be passed upon for the Company by Fulbright & Jaworski
L.L.P., Houston, Texas. Uriel E. Dutton, a director of the Company, is a partner
of Fulbright & Jaworski L.L.P. Mr. Dutton currently holds options to purchase
30,000 shares of Common Stock, which options were granted to him pursuant to the
Company's Non-Employee Director Stock Option Plan.
EXPERTS
The Company's consolidated financial statements as of December 31, 1995 and
1994 and for each of the three years in the period ended December 31, 1995,
incorporated by reference into this Prospectus and the Registration Statement
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
The historical balance sheets of Prideco, Inc., a wholly-owned subsidiary
of the Company, as of June 30, 1995 and 1994, and the consolidated statements of
income, retained earnings and cash flows for the fiscal years ended June 30,
1995 and 1994, incorporated by reference into this Prospectus and the
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
The historical balance sheets of Tubular Corporation of America, as of
December 31, 1995 and 1994, and the consolidated statements of income, retained
earnings and cash flows for the fiscal years ended December 31, 1995 and 1994,
included in this Prospectus and the Registration Statement have been audited by
Arthur Anderson LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
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