<PAGE> 1
Filed Pursuant to Rule 424(b)(4)
Registration No. 333-39587
PROSPECTUS
944,907 SHARES
EVI, INC.
COMMON STOCK
---------------------
This Prospectus has been prepared for use in connection with the proposed
sale by certain stockholders (the "Selling Stockholders") of EVI, Inc., a
Delaware corporation (the "Company"), of an aggregate of 944,907 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
under this Prospectus from the date hereof until August 25, 1998, directly or
through broker-dealers designated from time to time. The Shares may be sold 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 November 10, 1997, the last reported sales price for
the Common Stock as reported on the NYSE was $67 1/2 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.
---------------------
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.
---------------------
The date of this Prospectus is November 10, 1997.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION....................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 3
FORWARD-LOOKING STATEMENTS.................................. 4
RISK FACTORS................................................ 5
THE COMPANY................................................. 7
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA............. 9
SELLING STOCKHOLDERS........................................ 10
PLAN OF DISTRIBUTION........................................ 11
LEGAL MATTERS............................................... 11
EXPERTS..................................................... 11
</TABLE>
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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 have been filed with the Commission and are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996, as amended by Amendment No. 1 to the Annual Report on
Form 10-K on Form 10-K/A;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997;
(d) The Company's Current Report on Form 8-K dated December 10, 1996,
as amended by Amendment No. 1 to the Current Report on Form 8-K on Form
8-K/A dated January 23, 1997;
(e) The Company's Current Report on Form 8-K dated March 17, 1997;
(f) The Company's Current Report on Form 8-K dated April 25, 1997;
(g) The Company's Current Report on Form 8-K dated May 1, 1997;
(h) The Company's Current Report on Form 8-K dated August 25, 1997;
(i) The Company's Current Report on Form 8-K dated October 20, 1997,
as amended by Amendment No. 1 to the Current Report on Form 8-K on Form
8-K/A dated October 21, 1997;
(j) The Company's Current Report on Form 8-K dated October 24, 1997;
(k) The Company's Current Report on Form 8-K dated November 5, 1997;
and
(l) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (filed May 19, 1994) and as amended by
the Company's Registration Statement on Form S-3 (Registration No.
333-12367), including any amendment or report filed for the purpose of
updating such description.
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, Attention:
Secretary (Telephone number: (713) 297-8400).
3
<PAGE> 4
FORWARD-LOOKING STATEMENTS
Certain statements made herein and in public filings and releases by the
Company contain "forward-looking" information (as defined in the Private
Securities Litigation Reform Act of 1995) that involve risk and uncertainty.
These forward-looking statements may include, but are not limited to, future
sales, earnings, margins, production levels and costs, expected savings from
acquisitions, demand for products, product deliveries, market trends in the oil
and gas industry and the oilfield service sector thereof, research and
development, environmental and other expenditures, currency fluctuations and
various business trends. Forward-looking statements may be made by management
orally or in writing including, but not limited to, this Management's Discussion
and Analysis of Financial Condition and Results of Operations section and other
sections of the Company's filings with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 and the Securities Act of 1933.
Actual results and trends in the future may differ materially depending on
a variety of factors including, but not limited to, changes in the price of oil
and gas, changes in the domestic and international rig count, global trade
policies, domestic and international drilling activities, world-wide political
stability and economic growth, including currency fluctuations, government
export and import policies, technological advances involving the Company's
products, the Company's successful execution of internal operating plans and
manufacturing consolidations and restructurings, changes in the market for the
Company's drilling tools and other products, performance issues with key
suppliers and subcontractors, the ability of the Company to maintain price
increases and market shares, raw material costs changes, collective bargaining
labor disputes, regulatory uncertainties and legal proceedings. Future results
will also be dependent upon the ability of the Company to continue to identify
and complete successful acquisitions at acceptable prices, integrate those
acquisitions with the Company's other operations and penetrate existing and new
markets. Many of these factors are described in greater detail in the Company's
Form 10-K, as amended, for the year ended December 31, 1996, Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997, and
Current Reports on Form 8-K dated December 10, 1996, as amended on January 23,
1997, March 17, 1997, April 25, 1997, May 1, 1997, August 25, 1997, October 20,
1997, as amended on October 21, 1997, October 24, 1997, and November 5, 1997.
4
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RISK FACTORS
This Prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Actual results could differ materially from those projected or contemplated
in the forward-looking statements as a result of certain of the risk factors set
forth below and incorporated by reference in this Prospectus. In addition to the
other information contained and incorporated by reference in this Prospectus,
the following risk factors should be considered carefully in evaluating the
Company and its business before purchasing the Shares.
DEPENDENCE ON VOLATILE OIL AND GAS INDUSTRY
The demand for and pricing of the Company's products and services are
substantially dependent upon domestic and worldwide levels of exploration and
production, including the number of oil and gas wells being drilled, the depth
and drilling conditions of the wells, the number of well completions and the
level of workover activity. Exploration and development activity is largely
dependent on prevailing oil and natural gas prices. Prices for oil and natural
gas have historically been extremely volatile and have reacted to actual and
perceived changes in demand and supply of oil and natural gas, domestic and
worldwide economic conditions and political instabilities in oil producing
countries.
The demand for the Company's drilling products are particularly affected by
the price of natural gas and the level of oil and gas exploration activity,
while the demand for the Company's artificial lift equipment is directly
dependent on oil production activity. Sales of the Company's artificial lift
products are currently primarily concentrated in North America and are affected
by the level of oil production from older wells in addition to oil prices.
Exploration and production activity is also affected by worldwide economic
conditions, supply and demand for oil and natural gas, seasonal trends and the
political stability of oil producing countries.
The Company's results have benefitted in recent periods from improved
market conditions for the Company's products, including a substantial increase
in the demand for the Company's drilling tools, in particular, drill pipe. This
increase in demand has been associated with an increase in domestic and
international drilling activity, a general reduction in the worldwide supply of
used drill pipe and a trend toward the drilling of deeper wells in harsher
environments. There can be no assurance that the current market conditions will
continue. Any material decline in the current level of drilling activity or
demand could have a material adverse impact on the Company's future results.
Prices for oil and natural gas are expected to continue to be volatile and
to affect the demand for and pricing of the Company's products and services. A
material decline in natural gas or crude oil prices could materially adversely
affect the demand for, and sales of, the Company's products and services.
Industry conditions will continue to be influenced by numerous factors over
which the Company has no control.
RISKS OF FOREIGN OPERATIONS
During 1996, 1995 and 1994, approximately 51%, 46% and 46%, respectively,
of the Company's total revenues were earned outside the United States based upon
the ultimate destination in which products or services were sold, shipped or
provided to the customer by the Company. Operations and sales in foreign markets
are subject to substantial competition from large multi-national corporations
and government-owned entities and to a variety of local laws and regulations
requiring qualifications, use of local labor, the provision of financial
assurances or other restrictions and conditions on operations. Foreign
operations are also subject to risks associated with doing business outside the
United States, including risk of war, civil disturbances and governmental
activities that may limit or disrupt markets, restrict the movement of funds or
result in the deprivation of contract rights or the taking of property without
fair compensation. Foreign operations may also subject the Company to risks
relating to fluctuations in currency exchange rates. However, to date, currency
fluctuations have not had a material adverse impact on the Company.
In addition to the Company's manufacturing operations in the United States
and Canada, the Company has manufacturing operations in various locations
throughout the world, including Mexico, Brazil, China, India, Singapore and
Argentina. Operations in many of these countries are subject to various
political and
5
<PAGE> 6
economic conditions existing in them which could disrupt operations. The Company
generally seeks to obtain, where economical, insurance against certain political
risks and attempts to structure its contracts and arrangements in the foreign
countries in which it operates in a manner that would minimize the exposure of
its assets to losses in those countries. Such efforts include structuring
substantially all of its sales and service contracts to be in United States
dollars and utilizing lease arrangements and joint ventures for manufacturing
facilities, such as its arrangement with Oil Country Tubular Limited in India
and a joint venture arrangement for sales in the Far East, so as not to require
substantial investment of funds in fixed assets in foreign countries. Although
the Company believes that its exposure to foreign risks is not materially
greater than that of its competitors, there can be no assurance that disruptions
will not occur in the Company's foreign operations or that any losses that do
occur will be covered by insurance.
OPERATING RISKS AND INSURANCE
The Company's products are used for the exploration and production of oil
and natural gas. Such operations are subject to hazards inherent in the oil and
gas industry, such as fires, explosions, craterings, blowouts and oil spills,
that can cause personal injury or loss of life, damage to or destruction of
property, equipment, the environment and marine life, and suspension of
operations. Litigation arising from an occurrence at a location where the
Company's products or services are used or provided may in the future result in
the Company being named as a defendant in lawsuits asserting potentially large
claims.
The Company maintains insurance coverage that it believes to be customary
in the industry against these hazards and, whenever possible, obtains agreements
from customers providing for indemnification against liability to others.
However, insurance and indemnification agreements may not provide complete
protection against casualty losses. There can be no assurance that the Company
will be able to maintain adequate insurance in the future at rates it considers
reasonable. Further, there can be no assurance that insurance will continue to
be available on terms as favorable as those for its existing arrangements. The
occurrence of an adverse claim in excess of the coverage limits maintained by
the Company could have a material adverse effect on the Company's financial
condition and results of operations.
RISKS OF ENVIRONMENTAL COSTS AND LIABILITIES
The Company's operations are subject to governmental laws and regulations
relating to the protection of the environment and to public health and safety.
The regulations applicable to the Company's operations include certain
regulations controlling the discharge of materials into the environment,
requiring removal or remediation of pollutants and imposing civil and criminal
penalties for violations. Some of the statutory and regulatory programs that
apply to the Company's operations also authorize private suits, the recovery of
natural resource damages by the government, injunctive relief and cease and
desist orders.
Laws and regulations protecting the environment have generally become more
stringent in recent years and could become more stringent in the future. Some
environmental statutes impose strict liability, rendering a person or entity
liable for environmental damage without regard to negligence or fault on the
part of such person or entity. As a result, the Company could be liable, under
certain circumstances, for environmental damage caused by others or for acts of
the Company that were in compliance with all applicable laws at the time such
acts were performed.
SUBSTANTIAL COMPETITION
Competition in the oilfield service and equipment segments of the oil and
gas industry is intense and, in certain markets, is dominated by a small number
of large competitors, many of which have greater financial and other resources
than the Company.
DIVIDEND POLICY
The Company has not paid any dividends on the Common Stock since 1984 and
currently anticipates that, for the foreseeable future, any earnings will be
retained for the development of the Company's business. Accordingly, no
dividends are contemplated to be declared or paid on the Common Stock.
6
<PAGE> 7
THE COMPANY
EVI, Inc. is an international manufacturer and supplier of engineered
oilfield tools and equipment. The Company's products are used both for the
drilling and production phases of oil and natural gas wells. The Company has
achieved significant growth in recent years through a consistent strategy of
synergistic acquisitions and internal development. The Company's acquisitions
have focused on consolidation and vertical integration, development of complete
product lines and technology. The Company's internal growth has focused on
technology, product development, manufacturing efficiencies and productivity
enhancements.
The Company's principal products consist of drill pipe and other drilling
tools, premium connectors and associated high grade tubulars, marine connectors,
artificial lift systems, packers and completion tools. The Company's growth
strategy has resulted in the Company becoming the largest manufacturer of drill
pipe, drill collars and heavyweight drill pipe in the world, the largest
provider of premium tubular connectors in North America and one of the largest
providers of artificial lift equipment in the world. The Company's revenues and
income from continuing operations increased to $478.0 million and $24.5 million,
respectively, for 1996 from $271.7 million and $2.6 million, respectively, for
1995.
The Company's product lines are divided into the drilling products segment
consisting of drill pipe, premium tubulars and marine connectors, and the
production equipment segment consisting of artificial lift and completion
equipment.
DRILLING PRODUCTS
The Company's drilling products are comprised of drill pipe and other
drilling tools, premium connectors and associated high grade tubulars and marine
connectors.
Drill pipe as well as drill collars, heavy weights and kellys serve as the
principal drilling tools used to drill an oil or natural gas well. Drilling
tools must be designed and manufactured to provide a reliable connection from
the drilling rig to the drill bit thousands of feet below the surface. The
demand for the Company's drilling tools is dependent on the level of domestic
and international drilling activity. In recent years, demand for these products
has substantially increased as a result of a reduction in worldwide inventory of
drill pipe and related drilling tools. Demand has also grown due to the increase
in directional, deep and horizontal drilling activity. Such methods of drilling
increase the wear on drill pipe and related tools. This trend has resulted in
increasing the demand for products with greater performance and technological
specifications.
Premium connectors and associated high grade tubulars consist of the
tubing, liner, casing and accessories that are used for the production of oil
and natural gas in harsh downhole environments, typically offshore and deep
natural gas wells, where pressure, temperature and corrosive elements are
extreme. The need for premium products particularly applies to deep water oil
and natural gas wells. The term "premium" refers to seamless tubulars with high
alloy chemistry, specific molecular structure and highly engineered connections.
The engineered connections have the most critical technological criteria.
Marine connectors principally consist of downhole conductors for offshore
applications. Conductors are used to define the original architecture of an
offshore well and support subsea wellhead equipment. The Company believes that
its XLS(TM) and XLC(TM) technologies have unique technological capabilities for
reliability and cost effectiveness. The market for marine connectors, like the
market for the Company's premium tubular product lines, has benefited from the
improvement in offshore drilling activity, in particular, deep water drilling.
PRODUCTION EQUIPMENT
The Company designs, manufactures and services artificial lift and
completion tools. The Company's artificial lift product line consists of rod
lift, progressing cavity lift and gas lift. This product line utilizes patented
and proprietary technology and is fully integrated from the downhole tools to
the above ground equipment. To the Company's knowledge, none of its competitors
has as broad a product line of rod lift and progressing cavity pumps.
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<PAGE> 8
Demand for the Company's artificial lift products is dependent on worldwide
demand for oil and the production requirements of the world's producing oil
reservoirs. The Company's artificial lift products are designed to maximize
production of oil wells of different depths and production levels. The need for
artificial lift products typically increases with the maturation of the
producing reservoirs. The need for artificial lift also is substantially greater
with heavier grades of crude oil. The Company believes its breadth of artificial
lift products and technology provides it with the ability to maximize reservoir
production for its customers.
The Company's completion products are used in the completion phase and
throughout the production life of oil and gas wells. The Company's completion
line includes packers, completion systems, flow control equipment, inflatable
packers and service tools. The Company's completion product line has been
significantly expanded with the Company's recent addition of the Arrow and
McAllister lines of completion products. The scope of the Company's product line
allows it to cover a large range of complex completion and production needs.
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.
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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
The following table sets forth certain summary historical and pro forma
condensed consolidated financial data of the Company. The pro forma condensed
consolidated statements of income give effect to (i) the Company's 1996
acquisition of Tubular Corporation of America ("TCA"), (ii) the Company's 1997
acquisition of GulfMark International, Inc. ("GulfMark") and the assets thereof
(the "GulfMark Retained Assets") and (iii) the sale of $402.5 million principal
amount of 5% Convertible Subordinated Preferred Equivalent Debentures due 2027
(the "Debentures") issued on November 3, 1997, as if these transactions had
occurred on January 1, 1996. The as adjusted balance sheet data gives effect to
the sale of Debentures as if such sale had occurred on June 30, 1997. The
operating data for the six months ended June 30, 1997 is not necessarily
indicative of results that may be expected for the year ending December 31,
1997. The pro forma information set forth below is not necessarily indicative of
the results that actually would have been achieved had such transactions been
consummated as of January 1, 1996, or that may be achieved in the future. The
pro forma and as adjusted financial data also does not give effect to the
proposed acquisitions of Trico Industries, Inc., BMW Monarch (Lloydminster) Ltd.
or BMW Pump, Inc. or various smaller acquisitions effected by the Company during
1997. This information should be read in conjunction with the Company's
Management's Discussion and Analysis of Financial Condition and Results of
Operations, the Selected Consolidated Financial Data, the Pro Forma Condensed
Consolidated Statements of Income and the Company's, TCA's and the GulfMark
Retained Assets' Consolidated Financial Statements and the related notes thereto
incorporated herein by reference.
<TABLE>
<CAPTION>
PRO
FORMA
--------
HISTORICAL PRO FORMA HISTORICAL SIX
------------------------------ ------------ ------------------- MONTHS
YEAR ENDED YEAR ENDED SIX MONTHS ENDED ENDED
DECEMBER 31, DECEMBER 31, JUNE 30, JUNE 30,
------------------------------ ------------ ------------------- --------
1994 1995 1996 1996 1996 1997 1997
-------- -------- -------- ------------ -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Revenues.............................. $185,285 $271,675 $478,020 $513,274 $189,263 $376,108 $376,926
Cost of sales......................... 139,901 205,230 373,509 402,391 144,183 281,318 281,996
Selling, general and administrative
expenses............................ 41,746 48,480 58,224 61,495 26,618 42,581 43,269
-------- -------- -------- -------- -------- -------- --------
Operating income...................... 3,638 17,965 46,287 49,388 18,462 52,209 51,661
Interest expense...................... (13,537) (16,287) (16,454) (36,974) (8,120) (8,166) (18,426)
Other income, net..................... 412 684 1,713 1,846 108 7,523 7,523
Income tax provision (benefit)........ (3,795) (240) 7,041 418 3,657 18,159 14,668
-------- -------- -------- -------- -------- -------- --------
Income (loss) from continuing
operations.......................... $ (5,692) $ 2,602 $ 24,505 $ 13,842 $ 6,793 $ 33,407 $ 26,090
======== ======== ======== ======== ======== ======== ========
Earnings (loss) per share from
continuing operations(a)............ $ (0.23) $ 0.09 $ 0.60 $ 0.34 $ 0.18 $ 0.73 $ 0.57
Weighted average shares
outstanding(a)...................... 25,258 29,448 40,706 41,298 37,050 45,711 45,711
OTHER DATA:
Capital expenditures.................. $ 7,869 $ 11,132 $ 25,890 $ 25,890 $ 8,054 $ 23,710 $ 23,710
</TABLE>
<TABLE>
<CAPTION>
JUNE 30, 1997
-------------------------
HISTORICAL AS ADJUSTED
---------- -----------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 54,973 $ 445,573
Total assets................................................ 896,345 1,298,845
Long-term debt.............................................. 138,468 138,468
5% Convertible Subordinated Preferred Equivalent
Debentures................................................ -- 402,500
Stockholders' investment.................................... 485,840 485,840
</TABLE>
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(a) All share and per share amounts have been restated for the May 1997
two-for-one stock split.
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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 July 16, 1997, as amended (the
"Agreement"), by and among XLS Holding, Inc., a Texas corporation ("XLS"), the
Company, GPXL, Inc., a Texas corporation and wholly owned subsidiary of the
Company ("GPXL"), and the Selling Stockholders. The Agreement was entered in
conjunction with the Company's acquisition of XLS through a merger (the
"Merger") of GPXL with and into XLS. 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 liabilities under the
Securities Act, or to contribute to payments the Selling Stockholders may be
required to make in respect thereof. 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
November 10, 1997, all of which may be sold pursuant to this Prospectus:
<TABLE>
<CAPTION>
NAME OF NUMBER OF PERCENT OF
SELLING STOCKHOLDER SHARES OWNED(1) OUTSTANDING SHARES
------------------- --------------- ------------------
<S> <C> <C>
Paul A. Pigue....................................... 23,623 *
Marvin E. Odum, Jr.................................. 188,981 *
Brian Jennings Odum "S" Corp. Trusts................ 23,623 *
John Paul Preston "S" Corp. Trusts.................. 188,980 *
W. A. Taylor........................................ 47,246 *
Hydril Company...................................... 472,454 *
</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, all of the Selling Stockholders were stockholders of
XLS, and Paul A. Pigue, Marvin E. Odum, Jr., Brian J. Odum, the trustee and
beneficiary of the Brian Jennings Odum "S" Corp. Trusts, John P. Preston, the
trustee and beneficiary of the "S" Corp. Trusts, and W. A. Taylor were officers
of XLS. Additionally, Messrs. Pigue, Marvin Odum and Christopher T. Seaver,
President of Hydril Company, were directors of XLS. Following the Merger, all of
such persons ceased to be officers and directors of XLS. Messrs. Marvin Odum,
Brian Odum, Preston and Taylor are continuing to be employed by the Company at
annual base salaries of $164,880, $84,960, $132,000 and $132,000, respectively.
None of the Selling Stockholders have, 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 under this Prospectus pursuant to the methods
described below from time to time from the date hereof until August 25, 1998, by
or for the account of the Selling Stockholders on the NYSE or otherwise 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.
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.
The Company will receive no portion of the proceeds of the sale of the
Shares offered hereby.
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
70,000 shares of Common Stock, which options were granted to him pursuant to the
Company's Amended and Restated Non-Employee Director Stock Option Plan.
EXPERTS
The Company's consolidated financial statements and the Company's related
consolidated financial statement schedules as of December 31, 1996 and 1995 and
for each of the three years in the period ended December 31, 1996, incorporated
by reference into this Prospectus and the Registration Statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports 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 TCA, 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, incorporated by reference into
this Prospectus and the Registration Statement have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports 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.
GulfMark Retained Assets financial statements as of December 31, 1996 and
1995, and for each of the three years in the period ended December 31, 1996,
incorporated by reference in this Prospectus and the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports 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.
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