<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
Amendment No. 1 to
Annual Report on Form 10-K
on
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-13086
EVI, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2515019
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5 Post Oak Park, Suite 1760, Houston, Texas 77027-3415
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: (713) 297-8400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange in which registered
------------------- -----------------------------------------
Common Stock, $1.00 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of March 10, 1998, was $2,042,322,630, based upon the closing
price on the New York Stock Exchange as of such date.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:
Title of Class Outstanding at March 10, 1998
-------------- -----------------------------
Common Stock, $1.00 Par Value 47,784,619
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE> 2
EXPLANATORY NOTE
EVI, Inc. files this Amendment No. 1 on Form 10-K/A to the Annual
Report on Form 10-K for the year ended December 31, 1997, to amend and restate
Items 10, 11, 12, 13 and 14 in their entirety.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The following table sets forth certain information concerning directors
of the Company as of March 31, 1998. Directors are elected annually by a
plurality of the votes cast by stockholders.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE
---- --- --------
<S> <C> <C>
David J. Butters................................... 57 1984
Bernard J. Duroc-Danner............................ 44 1988
Uriel E. Dutton.................................... 67 1986
Sheldon S. Gordon.................................. 62 1995
Sheldon B. Lubar................................... 68 1995
Robert B. Millard.................................. 47 1989
Robert A. Rayne.................................... 49 1987
</TABLE>
David J. Butters is a Managing Director of Lehman Brothers Inc.
("Lehman Brothers"), an investment banking firm and a subsidiary of Lehman
Brothers Holdings Inc., where he has been employed for more than the past five
years. Mr. Butters is currently Chairman of the Board of Directors of GulfMark
Offshore, Inc., a director of Anangel-American Shipholdings, Ltd. and a member
of the Board of Advisors of Energy International, N.V. Mr. Butters is also
Chairman of the Board of Directors of the Company.
Bernard J. Duroc-Danner joined the Company in May 1987 to initiate the
start-up of the Company's oilfield service and equipment business. He was
elected President of the Company in January 1990 and Chief Executive Officer in
May 1990. In prior years, Mr. Duroc-Danner was with Arthur D. Little Inc., a
management consulting firm in Cambridge, Massachusetts. Mr. Duroc-Danner holds
a Ph.D. in economics from Wharton (University of Pennsylvania). Mr.
Duroc-Danner is a director of Parker Drilling Company and Dailey International,
Inc.
Uriel E. Dutton has been a Partner in Fulbright & Jaworski L.L.P., a law
firm, for more than the past five years.
Sheldon S. Gordon has served as Chairman of Union Bancaire Privee
International, Inc., a merchant bank, since May 1996. From May 1995 to May
1996, Mr. Gordon was a Limited Partner of The Blackstone Group, L.P., an
investment banking firm. He was also a General Partner of The Blackstone
Group, L.P. from April 1991 until May 1995. Mr. Gordon is a director of
AMETEK, Inc., Anangel-American Shipholdings Limited, Union Bancaire Privee
International, Inc., Holland Balanced Fund, and New York Eye and Ear Infirmary.
Sheldon B. Lubar has been Chairman and Chief Executive Officer of
Christiana, a diversified holding company with interests in refrigerated and dry
warehousing, transportation and logistic services, and Chairman of Lubar & Co.
Incorporated for more than the past five years. Mr. Lubar is a director of
Ameritech, Massachusetts Mutual Life Insurance Company, Firstar Corporation,
MGIC Investment Corporation, and Jeffries & Co. Under the terms of the
agreements relating to the Company's acquisition of Prideco, Inc. in June 1995,
the Company agreed to nominate Mr. Lubar or another acceptable nominee of
Christiana for election to the Board of Directors of the Company as long as
Christiana beneficially owns 8% or more of the outstanding shares of Common
Stock of the Company.
Robert B. Millard is a Managing Director of Lehman Brothers, where he
has been employed for more than the past five years. Mr. Millard is also a
director of GulfMark Offshore, Inc.
Robert A. Rayne has been an Executive Director of London Merchant
Securities PLC (property investment and development with major investments in
leisure enterprises), a United Kingdom listed public limited company, for more
than the past five years.
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On March 4, 1998, the Company entered into an Agreement and Plan of
Merger with Weatherford Enterra, Inc. ("Weatherford") providing for the merger
of Weatherford with and into the Company pursuant to an expected tax free merger
(the "Merger") in which the stockholders of Weatherford will receive .95 of a
share of the Company's common stock, $1.00 par value ("Common Stock"), in
exchange for each outstanding share of Weatherford common stock, $0.10 par
value. The Company will continue as the surviving corporation and will be
renamed EVI Weatherford, Inc. Pursuant to the terms of the Merger, certain
additional persons will become directors of the Company upon consummation of the
Merger. Information regarding such additional persons is not contained herein
and will be included in a joint proxy statement/prospectus that will be mailed
separately to the stockholders of the Company in connection with a special
meeting to be held to approve the Merger.
EXECUTIVE OFFICERS
In addition to Mr. Duroc-Danner, who serves as President and Chief
Executive Officer of the Company and as a director of the Company, the
following persons are executive officers of the Company and certain
information with respect to each of them are set forth below. Information
with respect to Mr. Duroc-Danner is set forth above.
<TABLE>
<CAPTION>
NAME POSITION AGE
---- -------- ---
<S> <C> <C>
John C. Coble......... Executive Vice President and President of Grant 55
Prideco
Ghazi J. Hashem....... Senior Vice President, Technical Operations 63
James G. Kiley........ Vice President and Chief Financial Officer, Treasurer 41
and Secretary
Frances R. Powell..... Vice President, Accounting and Controller 43
Robert F. Stiles...... Vice President and President of EVI Oil Tools 40
</TABLE>
John C. Coble joined the Company in July 1981 and was elected Executive
Vice President of the Company in March 1997. Mr. Coble has served as President
of the Company's Grant Prideco tubular products division since October 1995.
From December 1991 to October 1995, he served as Chief Operating Officer of the
Company.
Ghazi J. Hashem was elected Senior Vice President, Technical Operations
of the Company in May 1994 and Vice President, Technical Operations in November
1992. Mr. Hashem previously served as Chairman of the Board of Grant Prideco,
Inc. ("Grant Prideco"), a wholly-owned subsidiary of the Company, from May 1992
to November 1992 and as President of Grant Prideco from April 1984 to May 1992.
James G. Kiley joined the Company in May 1994 and was elected Vice
President and Chief Financial Officer of the Company in May 1996 and Treasurer
and Secretary in May 1994. Mr. Kiley served as Vice President-Finance of the
Company from May 1994 until May 1996. From April 1991 to April 1994, Mr. Kiley
served as Treasurer of Baroid Corporation, a provider of oilfield services.
Prior to his position at Baroid, Mr. Kiley held various positions, including
Assistant Treasurer at NL Industries, Inc., a manufacturer of titanium dioxide
pigments and specialty chemicals.
Frances R. Powell was elected Vice President, Accounting of the Company
in May 1994, Controller in November 1991 and has been employed by the Company
since 1990. Ms. Powell was employed with GulfMark Inc. from 1986 to 1990, where
she served as Controller from 1988 to 1990.
Robert F. Stiles joined the Company in October 1992 and was elected a
Vice President of the Company in March 1997. Mr. Stiles has been President of
the Company's EVI Oil Tools artificial lift and production equipment division
since January 1996. Prior to that time, Mr. Stiles served as President of
Production Oil Tools, Inc., a wholly owned subsidiary of the Company included in
the EVI Oil Tools division, from November 1993 to December 1995 and as Vice
President -- Manufacturing of Grant Prideco from October 1992 to November 1993.
From August 1991 to October 1992, Mr. Stiles served as Vice President -
Research and Engineering of Baker Oil Tools, Inc., a manufacturer of oilfield
products.
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In addition to the aforementioned executive officers, Curtis W. Huff,
age 40, has entered into an agreement with the Company to become Senior Vice
President, General Counsel and Secretary of the Company effective June 15, 1998.
Mr. Huff is currently a partner at the law firm of Fulbright & Jaworski L.L.P.,
counsel to the Company, and has held that position for more than the past five
years.
FAMILY RELATIONSHIPS
There are no family relationships between any of the directors or
executive officers.
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION TABLE
The aggregate compensation paid for the years ended December 31, 1997,
1996 and 1995 to Mr. Duroc-Danner, the Company's Chief Executive Officer, and
the five most highly compensated executive officers of the Company during 1997
whose total annual salary and bonus exceeded $100,000 (hereafter referred to as
the "named executive officers") during the year ended December 31, 1997 was as
follows:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
SECURITIES
ANNUAL COMPENSATION OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND ------------------------ COMPEN- OPTIONS COMPEN-
PRINCIPAL POSITION YEAR SALARY(1) BONUS(1) SATION(2)(3) (SHARES) SATION(4)
-------------------- ---- --------- -------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Bernard J. Duroc-Danner............... 1997 $391,667 $500,000 $135,670 50,000 $7,313
President and 1996 340,000 100,000 69,150 400,000 7,322
Chief Executive Officer 1995 280,000 50,000 41,400 50,000 7,192
John C. Coble(5)...................... 1997 250,000 207,200 71,580 40,000 5,321
Executive Vice President and 1996 -- -- -- -- --
President of Grant Prideco 1995 193,333 30,000 28,600 34,000 5,114
Ghazi J. Hashem....................... 1997 170,833 60,000 36,545 -- 3,966
Senior Vice President, Technical 1996 150,000 40,000 25,950 -- 4,025
Operations 1995 137,500 -- 13,901 -- 3,966
James G. Kiley........................ 1997 241,667 150,000 47,000 50,000 --
Vice President and Chief Financial 1996 183,333 75,000 23,250 100,000 --
Officer, Treasurer and Secretary 1995 145,000 25,000 10,200 50,000 --
Frances R. Powell..................... 1997 176,667 120,000 46,420 32,000 2,901
Vice President-Accounting 1996 148,333 60,000 34,400 -- 3,846
and Controller 1995 125,000 25,000 19,665 -- 2,901
Robert F. Stiles(6)................... 1997 200,000 75,000 32,917 60,000 3,716
Vice President and 1996 -- -- -- -- --
President of EVI Oil Tools 1995 -- -- -- -- --
</TABLE>
- ----------
(1) Salary and bonus compensation include amounts deferred by the named
executive officer pursuant to the EVI, Inc. Executive Deferred
Compensation Stock Ownership Plan (the "Executive Deferred Plan")
described in Note 2 below. For purposes of the Executive Deferred
Plan, the compensation of a participant will be the participant's total
cash compensation as reported on his or her Form W-2 for the calendar
year plus all amounts deferred under the Executive Deferred Plan and
any eligible cash or deferred arrangement under Section 401(k) of the
Internal Revenue Code, of 1986, as amended. A participant may elect a
percentage (not less than 1% nor
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more than 7 1/2%) of his or her compensation to be deferred under the
Executive Deferred Plan for the following calendar year. Once an
election has been made as to the percentage to be deferred, the
election is irrevocable for the subsequent Plan year. Bonus
compensation is based on the date when paid because such compensation
is not based solely on achievements for the prior fiscal year.
Bonuses are typically paid in May following the Company's annual
meeting. Subsequent to December 31, 1997, the Company paid bonuses to
its executive officers in recognition of services provided by such
officers to the Company during 1997 and the first quarter of 1998.
Such bonuses included $700,000, $308,640, $120,000, $300,000,
$200,000, and $134,715 for Messrs. Duroc-Danner, Coble, Hashem and
Kiley, Ms. Powell, and Mr. Stiles, respectively.
(2) Other Annual Compensation includes (i) the vested portion of the
amount accrued by the Company under the Executive Deferred Plan for
the basic benefit of each participant equal to 7 1/2% of the
participant's compensation for each calendar year, plus (ii) the
vested portion of matching contribution under the Executive Deferred
Plan provided by the Company to each participant who elects to defer a
portion of his or her compensation in an amount equal to 100% of the
amount deferred by the participant. The Company's 7 1/2% accrual
under the Executive Deferred Plan and any matching accruals made with
respect to deferrals by participants, vest generally over a five-year
period on the basis of 20% per year for each year of service by the
participant with the Company or its subsidiaries after the later of
January 1, 1992 or the date one became a participant in the Executive
Deferred Plan, subject to 100% vesting upon the participant's
retirement, death or disability while in the employment of the Company
or a subsidiary, except under certain circumstances.
Under the Executive Deferred Plan, the compensation deferred by the
employee and the matching contributions provided by the Company are
converted into non-monetary units equal to the number of whole shares
of Common Stock that could have been purchased by the amounts credited
to the account at a market based price. Distributions are made to
participants under the Executive Deferred Plan following the time the
employee retires, terminates his employment or dies. The amount of the
distribution under the Executive Deferred Plan is based on the number
of vested units in the employee's account at such time multiplied by
the market price of the Common Stock at that time. Distributions under
the Executive Deferred Plan may, at the election of the Company, be
made in cash, stock, or combination thereof. It is the current
intention of the Company that all distributions be made in the form of
shares of Common Stock. The obligations of the Company with respect to
the Executive Deferred Plan are unfunded. However, the Company has
established a grantor trust that is subject to the claims of creditors
of the Company to which funds are deposited with an independent trustee
that purchases shares of Common Stock for the Executive Deferred Plan.
As of December 31, 1997, Messrs. Duroc-Danner, Coble, Hashem and Kiley,
Ms. Powell, and Mr. Stiles had 45,018, 29,594, 16,207, 12,092, 17,386,
and 15,521 units allocated to their respective accounts.
Other Annual Compensation also includes the vested portion of the
Company's matching contribution and any refunds made pursuant to the
Company's 401(k) savings plan ("Savings Plan"). Matching contributions
of $1,920 were made by the Company during 1997 for each of Messrs.
Duroc-Danner, Coble and Hashem, Ms. Powell and Mr. Stiles. All
full-time employees who have at least six months of service are
eligible to participate. The Savings Plan provides for all
participating employees a 40% non-discretionary matching contribution,
up to a maximum liability of 1.2% of each participating employee's
annual compensation, plus a discretionary matching contribution in an
amount determined by the Company from time to time. The Company's
contributions have a five year vesting based on years of service. All
participating named executive officers are fully vested.
(3) Excludes perquisites and other benefits because the aggregate amount
of such compensation was the lesser of $50,000 or 10% of the total of
annual salary and bonus reported for the named executive officer.
(4) All Other Compensation includes the total premiums paid on a life
insurance policy provided by the Company for the benefit of the named
executive officer.
(5) Compensation information for Mr. Coble is not presented for 1996 as he
was not an executive officer of the Company.
(6) Compensation information for Mr. Stiles is not presented for 1996 and
1995 as he was not an executive officer of the Company.
5
<PAGE> 7
EMPLOYEE STOCK OPTION PLANS
The Company has two stock option plans for the benefit of its
employees, the 1981 Employee Stock Option Plan (the "1981 Plan") and the 1992
Employee Stock Option Plan (the "1992 Plan"). There are currently outstanding
options to purchase 200,000 shares of Common Stock under the 1981 Plan and no
further options may be granted under this plan. The 1992 Plan currently
provides for the grant of options to purchase up to 2,000,000 shares of Common
Stock to key employees. These options may be either incentive stock option or
nonstatutory stock options. There are currently outstanding options to purchase
966,400 shares of Common Stock and there are 340,000 shares of Common Stock
available for future grants of options under the 1992 Plan. No options may be
granted under the 1992 Plan after March 19, 2002.
The 1981 Plan and 1992 Plan are currently administered by the full
Board of Directors of the Company. Each option granted under the 1981 Plan and
1992 Plan may be exercised from time to time with respect to the number of
shares of Common Stock as to which it is then exercisable in accordance with the
terms of the 1981 Plan and 1992 Plan, respectively, and an option agreement
setting forth the specific terms thereof. The price at which shares of Common
Stock may be purchased upon the exercise of an option is determined by the Board
of Directors or committee thereof at the time the option is granted.
The following table shows, as to the named executive officers, the
options granted pursuant to the 1992 Plan during the year ended December 31,
1997:
<TABLE>
<CAPTION>
OPTIONS GRANTED IN LAST FISCAL YEAR
NUMBER OF % OF TOTAL
SECURITIES OPTIONS GRANT
UNDERLYING GRANTED TO EXERCISE DATE
OPTIONS GRANTED EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME (SHARES) 1997 (PER SHARE) DATE VALUE(1)
---- ----------------- ------------- ----------- ---------- --------
<S> <C> <C> <C> <C> <C>
Bernard J. Duroc-Danner.............. 50,000(2) 22% $27.8125 5/06/2007 $ 984,000
John C. Coble........................ 40,000(3) 17% 27.8125 3/09/2007 671,200
Ghazi J. Hashem...................... -- -- -- -- --
James G. Kiley....................... 50,000(3) 22% 27.8125 3/09/2007 839,000
Frances R. Powell.................... 32,000(3) 14% 27.8125 3/09/2007 536,960
Robert F. Stiles..................... 60,000(3) 25% 27.8125 3/09/2007 1,006,800
</TABLE>
- ---------
(1) Based upon Black-Scholes option valuation model. The calculation
assumes volatility of 49%, a risk free rate of 6.5%, a seven year
expected life, no expected dividends and option grants at $27.8125 per
share. The actual value, if any, which may be realized with respect to
any option will depend on the amount, if any, by which the stock price
exceeds the exercise price on the date the option is exercised. Thus,
such valuation may not be a reliable indication as to value and there
is no assurance the value realized will be at or near the value
estimated by the Black-Scholes model.
(2) Options become fully exercisable on May 7, 2001.
(3) Options become fully exercisable on March 9, 2001.
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The following table shows, as to the named executive officers, the
aggregate option exercises during 1997 and the values of unexercised options as
of December 31, 1997:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1997 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING
UNEXERCISED OPTIONS VALUE OF UNEXERCISED
SHARES AT DECEMBER 31, 1997 IN-THE-MONEY-OPTIONS
ACQUIRED ON ---------------------------- AT DECEMBER 31, 1997(1)
EXERCISE VALUE EXERCISABLE UNEXERCISABLE --------------------------
NAME (NUMBER) REALIZED (SHARES) (SHARES) EXERCISABLE UNEXERCISABLE
---- ---------- -------- ----------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bernard J. Duroc-Danner 320,000 $11,905,782 450,000 380,000 $19,045,000 $14,104,375
John C. Coble 38,136 1,204,435 -- 80,400 -- 2,716,000
Ghazi J. Hashem -- -- -- -- -- --
James G. Kiley 45,000 1,178,056 -- 155,000 -- 4,168,750
Frances R. Powell 11,000 439,529 9,000 32,000 342,000 766,000
Robert F. Stiles -- -- -- 60,000 -- 1,436,250
</TABLE>
- ----------
(1) Value based on difference in market value of the Common Stock on
December 31, 1997, and the exercise price. The actual value, if any, of
the unexercised options will be dependent upon the market price of the
Common Stock at the time of exercise. The value of unexercisable options
has not been discounted to reflect present value.
DIRECTOR COMPENSATION
Each non-employee director of the Company is paid $1,000 for each
meeting of the Board of Directors and $500 for each committee meeting of the
Board of Directors he attends. In addition, each non-employee director of the
Company is paid a retainer of $4,000 for each quarter of the year in which such
director serves as a director. Mr. Butters receives an additional retainer of
$6,250 per month for serving as Chairman of the Board. Total compensation paid
to the non- employee directors for 1997, including director fees and retainers
but excluding the deferred compensation described below, was $102,906 for Mr.
Butters, $27,750 for Mr. Dutton, $29,138 for Mr. Gordon, $27,288 for Mr. Lubar,
$29,500 for Mr. Millard and $21,738 for Mr. Rayne.
The Company maintains a deferred compensation plan for its non-employee
directors (the "Non-Employee Director Plan") that is intended to provide
additional long-term incentive to the directors. Under the Non-Employee
Director Plan, each non-employee director may elect to defer up to 7 1/2% of
any retainer, meeting, committee or other similar fee or compensation to which
the non-employee director is entitled for services performed for the Company.
Each election by a non-employee director to defer compensation is irrevocable
and must state the date on which distributions under the Non-Employee Director
Plan are to be made, which date may not be less than one year after the
effective date of the election. Deferred compensation under the Non-Employee
Director Plan is credited to an account for the director. In the event the
director elects to defer at least 5% of his compensation under the Non-Employee
Director Plan, the Company will make an additional allocation to the director's
account equal to the sum of (i) 7 1/2% of the director's compensation and (ii)
a percentage of the director's compensation equal to the percentage deferred by
the director.
All amounts credited to the account of a director are converted into
non-monetary units equal to the number of whole shares of Common Stock that
could have been purchased by the amounts credited to the account at the market
price of the Common Stock as of the last day of the calendar month in which the
amounts are credited. The amount of funds to be paid to a director at the time
of payment will be determined by multiplying the number of units credited to
the director's account at such time multiplied by the market price of the
Common Stock on the last business day of the month preceding the date the
distribution is to commence. Distributions under the Non-Employee Director
Plan commence as of the first day of the calendar quarter coincident with or
following the date specified by the director in his election to defer
compensation and may be either in the form of a lump sum or in quarterly
installments not to exceed ten years. In the event a director elects to
receive deferred compensation through installments, the unpaid amounts will
accrue interest on a quarterly basis at a rate equal to an announced
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prime rate. No distribution may be made to a director with respect to units
relating to amounts deferred and additional credits made by the Company within
six months prior to the proposed date of distribution except where the
distribution follows the director's death or termination of service as a
director. In such case, the director will be entitled to receive a distribution
in an amount equal to the compensation deferred during such six-month period
plus interest. During 1997, $25,031, $6,750, $7,088, $6,638 and $5,288 were
credited under the Non-Employee Director Plan as deferrals and Company
contributions to the accounts of Messrs. Butters, Dutton, Gordon, Lubar and
Rayne, respectively, with total units allocated to their respective accounts of
542, 128, 135, 124 and 117.
Pursuant to the Company's Amended and Restated Non-Employee Director
Stock Option Plan (the "Director Plan"), each non-employee director is granted
an option to purchase 10,000 shares of Common Stock as of the date he is first
elected or is re-elected as a director of the Company. Subject to certain
anti-dilution provisions in the Director Plan, an aggregate of 1,000,000
shares of Common Stock have been reserved for issuance upon the exercise of
options granted under the Director Plan. During 1997, options to purchase
10,000 shares of Common Stock were granted to each non-employee director of the
Company. In 1997, Messrs. Butters and Millard purchased 60,000 shares each of
Common Stock upon the exercise of options granted under the Director Plan.
Under the Director Plan, each stock option granted to a non-employee
director is not exercisable for a period of one year from the date of grant,
but is fully exercisable following such one-year anniversary. Each option
granted under the Director Plan is exercisable at a purchase price per share of
Common Stock equal to the fair market value of the Common Stock as of the date
of grant.
Options granted to non-employee directors under the Director Plan are
exercisable for a term of ten years from the date of grant, subject to early
termination within a specified period following an event of death, disability
or retirement, resignation or termination from the Board of Directors of the
Company. This period is one year in the case of retirement. The Company does
not currently have a formal retirement policy for directors other than the
Director Plan. The Director Plan defines retirement to be the termination of
service following five years of service on the Board of Directors.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Company has entered into employment agreements (each an "Employment
Agreement") with each of Messrs. Duroc-Danner, Kiley, Coble, Stiles, Huff and
Ms. Powell. Each of the Employment Agreements provides for a term of three
years and is renewable annually. Under the terms of the Employment Agreements,
if the executive's employment is terminated by the Company for any reason other
than "cause" or "disability" or by the executive for "good reason", in each case
as such terms are defined in the Employment Agreements, the executive will be
entitled to receive (i) an amount equal to three times the executive's current
base compensation plus the highest bonus paid to the executive during the three
years preceding the year of termination, (ii) any accrued salary or bonus (pro
rated to the date of termination), (iii) an amount equal to the amount that
would be payable if all retirement plans were vested, (iv) an amount equal to
the amount that would have been contributed as the Company's match under its
401(k) savings plan and its Executive Deferred Plan for three years and (v) an
amount equal to the amount the executive would have received as a car allowance
for three years. Under the Employment Agreements, "cause" is defined as the
willful and continued failure to perform the executive's job, after written
demand is made by the Chief Executive Officer or the Company's Board, or the
willful engagement in illegal conduct or gross misconduct. Termination by the
executive for "good reason" is generally defined as (i) a material reduction in
title and/or responsibilities of the executive, (ii) certain relocations of the
executive or (iii) any material reduction in the executive's benefits. In
addition, under such circumstances, all stock options and restricted stock
granted to the executive will automatically vest. Further, with respect to
options, the executive would have the right to either exercise such options for
one year
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<PAGE> 10
after his or her date of termination or to surrender for such cash all such
options unless to do so would cause a transaction otherwise eligible for pooling
of interests accounting treatment under Accounting Principles Board Opinion No.
16 to be ineligible for such treatment, in which case the executive would
receive shares of Common Stock equal in value to the cash he or she would have
received. All health and medical benefits would also be maintained after
termination for a period of three years provided the executive makes his or her
required contribution. Under the Deficit Reduction Act of 1984, certain
severance payments that exceed a certain amount could subject both the Company
and the executive to adverse U.S. federal income tax consequences. Each of the
Employment Agreements provides that the Company would be required to pay the
executive a "gross up payment" to insure that the executive receives the total
benefit intended by the Employment Agreement. In addition, in connection with
the retention of Mr. Huff as Senior Vice President, General Counsel and
Secretary of the Company, the Company has agreed to grant to Mr. Huff a sign-on
incentive bonus of 75,000 shares of restricted Common Stock subject to four year
vesting on the basis of 25% per year and options to purchase an aggregate of
100,000 shares of Common Stock at the per share market price of the Common Stock
on the date of his employment, which is expected to be in June 1998, subject to
vesting over a three year period on the basis of one-third per year. The base
compensation payable to Messrs. Duroc-Danner, Kiley, Coble, Stiles, and Huff and
Ms. Powell under the Employment Agreements are $700,000, $300,000, $300,000,
$270,000, $350,000 and $200,000, respectively.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Butters, Dutton, Lubar and Millard are the current members of
the Compensation Committee of the Board of Directors of the Company. In
addition, the full Board of Directors of the Company currently approves all
stock grants, with Mr. Duroc-Danner, the sole employee director of the Company,
abstaining from voting with respect to such matters. Mr. Duroc-Danner,
however, does make recommendations to the Compensation Committee and the full
Board of Directors in regard to compensation and stock grants for the employees
of the Company.
Mr. Dutton, a director of the Company, is a Partner of Fulbright &
Jaworski L.L.P., a law firm that the Company retained during 1997 with respect
to various legal matters and proposes to retain in 1998. Fulbright & Jaworski
L.L.P. received customary compensation in connection with its services to the
Company.
Messrs. Butters and Millard, directors of the Company, are employed by
Lehman Brothers. During 1997, Lehman Brothers received usual and customary
compensation for services rendered in connection with (i) the cash tender
relating to the Company's 10 1/4% Senior Notes due 2004 and 10 1/4% Senior
Notes due 2004, Series B, and (ii) the private placement of $402.5 million of
the Company's 5% Convertible Subordinated Preferred Equivalent Debentures due
2027.
Mr. Lubar, director of the Company, is Chairman and Chief Executive
Officer of Christiana, a diversified holding company with interests in
refrigerated and dry warehousing, transportation and logistic services. In
addition, Mr. Lubar currently owns 968,615 shares of Christiana Common Stock,
representing 18.8% of the total outstanding shares of Christiana Common Stock.
In December 1997, the Company entered into an Agreement and Plan of Merger (the
"Christiana Merger Agreement") with Christiana, and C2, Inc., ("C2"), a
Wisconsin corporation, pursuant to a tax free merger (the "Christiana Merger")
in which approximately 3.9 million shares of the Company's Common Stock will be
issued to the stockholders of Christiana. Upon consummation of the Christiana
Merger, Mr. Lubar and members of his family will own 2,036,135 shares of Common
Stock and will receive aggregate cash consideration of $9,784,800, as well as a
right to aggregate contingent cash consideration of approximately $5,219,000.
Prior to the Christiana Merger, Christiana will sell two-thirds of its
interest ("Logistic Sale"), in Total Logistic Control, a wholly owned subsidiary
of Christiana ("Logistic") to C2, Inc. for consideration of approximately $10.7
million. Following the Logistic Sale, remaining assets of Christiana will
consist of (i) approximately 3.9 million of the Company's Common Stock, (ii) a
one-third interest in Logistic, and (iii) cash and other assets with a book
value of approximately $10 million. It is anticipated that Christiana will have
no material debt as of the consummation of the Christiana Merger, but will have
various tax liabilities which will be paid with the remaining cash in Christiana
after the Christiana Merger.
9
<PAGE> 11
As part of the proposed acquisition of Christiana, the Company will
be indemnified by Logistic and C2 for all liabilities relating to Christiana's,
Logistic's, and their respective subsidiaries' and predecessors' businesses and
all historical contingent liabilities relating to the businesses of Christiana,
Logistic, and their respective current and historical subsidiaries and
predecessors.
The Christiana Merger is subject to various conditions, including the
receipt of required regulatory approvals and the expiration or termination of
all waiting periods (and extensions thereof) under the Hart-Scott-Rodino Act.
Although there can be no assurance that the Christiana Merger will close, the
Company currently anticipates that the acquisition will be consummated shortly
after receipt of such regulatory approvals and the approval of the Christiana
Merger by the shareholders of the Company and Christiana, and the approval of
the Logistic Sale by the stockholders of Christiana.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information with respect to each
person who as of March 26, 1998 was known by the Company to be the beneficial
owner of more than 5% of the outstanding shares of Common Stock. Such
information is based solely upon data provided by such persons.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED(1) CLASS(%)
------------------- ------------------------ ----------
<S> <C> <C>
Lehman Brothers Holdings Inc (2) ..................................... 3,598,832 7.5
3 World Financial Center
New York, New York 10285
Christiana Companies, Inc. (3)........................................ 3,897,462 8.2
700 North Water Street #1200
Milwaukee, Wisconsin 53202
AMVESCAP PLC (4)...................................................... 3,090,152 6.5
11 Devonshire Square
London EC2M 4YR
England
FMR Corp. (5)........................................................ 3,154,024 6.6
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
10
<PAGE> 12
- ---------------
(1) Unless otherwise indicated below, the persons or group listed have
sole voting and dispositive power with respect to their shares of
Common Stock, and none of such shares are deemed to be owned because
the holder has the right to acquire the shares within 60 days.
(2) Lehman Brothers Holdings Inc. ("Lehman Holdings") is an affiliate of
Lehman Brothers. Messrs. Butters and Millard, who are employees of
Lehman Brothers, constitute two of the seven members of the Company's
Board of Directors, with Mr. Butters as Chairman of the Board.
(3) Mr. Lubar is the Chairman and Chief Executive Officer of Christiana
and is the beneficial owner of 18.8% of the common stock of Christiana.
(4) AMVESCAP PLC has direct beneficial ownership of the 3,090,152 shares of
Common Stock with the following subsidiaries: AIM Management Group,
Inc., AVZ, Inc., AMVESCAP Group Services, Inc., INVESCO, Inc., INVESCO
North America Holdings, Inc., and INVESCO Funds Group, Inc. have
indirect beneficial ownership of such shares through their parent
subsidiary relationship with AMVESCAP PLC.
(5) Fidelity Management & Research Company ("Fidelity"), a wholly owned
subsidiary of FMR Corp. ("FMR") and a registered investment adviser,
is the beneficial owner of 2,754,124 shares as a result of acting as
investment adviser to various registered investment companies (the
"Funds"). Fidelity Management Trust Company ("FMTC"), a wholly owned
subsidiary of FMR, is the beneficial owner of 399,900 shares as a
result of serving as investment manager of various institutional
accounts. Edward C. Johnson 3d, FMR's Chairman and principal
stockholder, FMR, through its control of Fidelity, and the Funds each
has sole power to dispose of the 2,754,124 shares owned by the Funds
and Mr. Johnson and FMR, through its control of FMTC, each has sole
power to vote and dispose of the 399,900 shares owned by the
institutional accounts; however, sole power to vote the shares owned
by the Funds resides with the Funds' Boards of Trustees. Fidelity
carries out the voting of the Funds' shares under written guidelines
established by the Funds' Board of Trustees. Additionally, Mr.
Johnson, FMR and the Funds may be deemed to be the beneficial owner of
an additional 18,750 shares resulting from the assumed conversion of
30,000 of EVI's Debentures. Members of Mr. Johnson's family and
trusts for their benefit are the predominant owners of Class B shares
of common stock of FMR. Mr. Johnson owns 12.0% and Abigail P.
Johnson, Mr. Johnson's wife and a Director of FMR, owns 24.5% of the
voting stock of FMR. The Johnson family and all other Class B
shareholders have entered into a shareholders' voting
11
<PAGE> 13
agreement under which all Class B shares will be voted in accordance
with the majority vote of Class B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may be
deemed, under the Investment Company Act of 1940, to form a
controlling group with respect to FMR.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth, as of March 26, 1998, the number and
percentage of Common Stock beneficially owned by each of the Company's current
directors, each executive officer named in the Summary Compensation Table
herein, and all directors and officers as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP(1)
--------------------------
OPTIONS
VOTING AND EXERCISABLE PERCENT OF
NAME INVESTMENT POWER WITHIN 60 DAYS CLASS(%)
---- ---------------- -------------- ----------
<S> <C> <C> <C>
Bernard J. Duroc-Danner.................................................... -- 572,500 1.2%
John C. Coble.............................................................. -- 16,800 *
Ghazi J. Hashem............................................................ -- -- *
James G. Kiley............................................................. -- 47,500 *
Frances R. Powell.......................................................... 668 17,000 *
Robert F. Stiles........................................................... 200 15,000 *
David J. Butters........................................................... 46,612 10,000 *
Uriel E. Dutton............................................................ -- 70,000 *
Sheldon S. Gordon.......................................................... 10,000 30,000 *
Sheldon B. Lubar(2)........................................................ -- 30,000 *
Robert B. Millard.......................................................... 108,960 10,000 *
Robert A. Rayne(3)......................................................... -- 20,000 *
All directors and officers as a group (12 persons)......................... 166,440 838,800 2.1%
</TABLE>
- ----------
* Less than 1% of the outstanding shares of Common Stock.
(1) Unless otherwise indicated, directors and executive officers have sole
voting and investment power with respect to their shares of Common
Stock.
(2) Does not include 3,897,462 shares of EVI Common Stock owned directly
by Christiana. Mr. Lubar currently beneficially owns approximately
18.8% of the outstanding shares of common stock of Christiana.
Pursuant to the Christiana Merger, Mr. Lubar will be entitled to
receive 725,618 shares of EVI Common Stock or approximately 1.5% and
0.8% of the outstanding shares of EVI Common Stock before and after
the Christiana Merger, respectively.
(3) Excludes 400,000 shares beneficially owned by London Merchant
Securities PLC of which Mr. Rayne disclaims beneficial ownership.
12
<PAGE> 14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Item 11. Executive Compensation" for information regarding
certain transactions and business relationships involving officers, directors
and principal stockholders of the Company.
Upon the consummation of the Company's proposed Merger with
Weatherford, FMR Corp., a beneficial owner of 3,154,024 of Common Stock, will
be entitled to receive an additional 6,547,877 shares of Common Stock as a
result of its current ownership of 6,892,502 shares of Weatherford common
stock. Energy International, N.V., an investment fund that is co-managed by an
affiliate of Lehman Brothers, is the beneficial owner of 104,352 shares of
Weatherford common stock and, upon consummation of the Company's proposed
Merger with Weatherford, will be entitled to receive 99,135 shares of Common
Stock. Additionally, the Company has agreed to pay a fee of $3 million to
Lehman Brothers for the assistance rendered by Lehman Brothers to the Company
in connection with the Merger with Weatherford.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The following documents are filed as a part of this report or
incorporated herein by reference:
CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
The consolidated financial statements and financial statement schedule
of the Company are listed on the index on page 19 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1997.
13
<PAGE> 15
REPORTS ON FORM 8-K
Current Report on Form 8-K dated October 20, 1997, as amended by Form
8-K/A dated October 20, 1997, filing (i) third quarter 1997 earnings (ii) the
December 31, 1996 financial statements restated for the May 1997 two-for-one
stock split and (iii) the announcement of the signing of agreements to acquire
Trico Industries, Inc., BMW Pump, Inc., and BMW Monarch (Lloydminster) Ltd.
Current Report on Form 8-K dated October 24, 1997, filing of the
financial statements of the businesses and assets of GulfMark International,
Inc. acquired by the Company on May 1, 1997 (the "GulfMark Retained Assets")
for the quarter ended March 31, 1997.
Current Report on Form 8-K dated November 5, 1997, as amended by Form
8-K/A dated November 5, 1997, reporting the issuance of an aggregate principal
amount of $350.0 million of the Company's 5% Convertible Subordinated Preferred
Equivalent Debentures due 2027 (the "Debentures") in a private placement on
November 3, 1997 and containing certain pro forma financial statements of the
Company after giving effect to the issuance of the Debentures.
Current Report on Form 8-K dated November 12, 1997, reporting the
issuance of an additional aggregate principal amount of $52.5 million of the
Company's Debentures in a private placement to cover over-allotments on
November 10, 1997 and containing certain pro forma financial statements of the
Company after giving effect to the issuance of the Debentures.
Current Report on Form 8-K dated November 18, 1997, announcing the
commencement of a cash tender offer and consent solicitation relating to all of
the Company's outstanding 10 1/4% Senior Notes due 2004 and 10 1/4% Senior
Notes due 2004, Series B (the "Senior Notes") and containing certain pro forma
financial statements of the Company after giving effect to the Company's
acquisition of the Senior Notes.
Current Report on Form 8-K dated November 24, 1997, announcing the
signing of an agreement to acquire Taro Industries Limited.
Current Report on Form 8-K dated December 2, 1997, announcing the
completion of the acquisitions of Trico Industries, Inc., BMW Pump, Inc., and
BMW Monarch (Lloydminster) Ltd.
Current Report on Form 8-K dated December 31, 1997, announcing (i) the
signing of a merger agreement on December 12, 1997 to acquire Christiana
Companies, Inc., (ii) the completion of the cash tender offer and consent
solicitation relating to the Company's Senior Notes on December 15, 1997, (iii)
an agreement to acquire the Houston Well Screen group of companies from Van der
Horst Ltd.
EXHIBITS
2.1 Agreement and Plan of Merger dated as of March 4, 1998, by and between
EVI, Inc. and Weatherford Enterra, Inc. (incorporated by reference to
Exhibit No. 2.1 to Amendment No. 1 to Form 8-K on Form 8-K/A, File
1-13086, filed March 9, 1998).
2.2 Share Purchase Agreement made and entered into as of January 30, 1998,
by and among the shareholders of Nika Enterprises Ltd., an Alberta
corporation, listed on the signature pages thereto and EVI Oil Tools
Canada Ltd., an Alberta corporation (incorporated by reference to
Exhibit No. 2.1 to the Form 8-K, File 1-13086, filed March 3, 1998).
2.3 Agreement and Plan of Merger dated December 12, 1996, by and among
EVI, Inc., Christiana Acquisition, Inc., Christiana Companies, Inc.
and C2, Inc. (incorporated by reference to Exhibit No. 2.1 to Form
8-K, File 1- 13086, filed December 31, 1997).
2.4 Agreement dated December 12, 1997, by and among EVI, Inc., Christiana
Companies, Inc., Total Logistic Control LLC and C2, Inc. (incorporated
by reference to Exhibit No. 2.2 to Form 8-K, File 1-13086, filed
December 31, 1997).
2.5 Letter Agreement dated December 12, 1997, by and among EVI, Inc.,
Christiana Acquisition, Inc., Christiana Companies, Inc. and C2, Inc.
(incorporated by reference to Exhibit No. 2.3 to Form 8-K, File
1-13086, filed December 31, 1997).
14
<PAGE> 16
2.6 Stock Purchase Agreement dated as of October 9, 1997, between EVI,
Inc. and PACCAR Inc (incorporated by reference to Exhibit No. 2.1 to
Form 8-K, File 1-13086, filed October 21, 1997).
2.7 Stock Purchase Agreement dated as of October 9, 1997, among certain
shareholders of BMW Monarch (Lloydminster) Ltd., the shareholders of
BMW Pump Inc., the shareholder of Makelki Holdings Ltd., the
shareholder of 589979 Alberta Ltd., the shareholders of 600969 Alberta
Ltd., the shareholders of 391862 Alberta Ltd. and EVI, Inc.
(incorporated by reference to Exhibit No. 2.2 to Form 8-K, File
1-13086, filed October 21, 1997).
2.8 Agreement and Plan of Merger dated as of July 16, 1997, as amended, by
and among XLS Holding, Inc., EVI, Inc. and GPXL, Inc. (incorporated
by reference to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed
August 26, 1997).
2.9 Stock Purchase Agreement dated as of February 21, 1997, among Seigo
Arai, Kanematsu USA Inc. and Energy Ventures, Inc. (incorporated by
reference to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed March
17, 1997).
2.10 Agreement and Plan of Merger dated as of December 5, 1996, among
Energy Ventures, Inc., GulfMark Acquisition Co., GulfMark
International, Inc. and New GulfMark International, Inc. (incorporated
by reference to Exhibit No. 2.2 to Form 8-K, File 1-13086, filed
December 26, 1996).
2.11 Agreement and Plan of Distribution dated as of December 5, 1996, by
and among GulfMark International, Inc., New GulfMark International,
Inc. and Energy Ventures, Inc. (incorporated by reference to Exhibit
No. 2.3 to Form 8- K, File 1-13086, filed December 26, 1996).
2.12 First Amendment to Agreement and Plan of Merger dated as of March 27,
1997, by and among Energy Ventures, Inc., GulfMark Acquisition Co.,
GulfMark International, Inc. and GulfMark Offshore, Inc. (incorporated
by reference to Exhibit No. 2.3 to the Registration Statement on Form
S-4 (Reg. No. 333-24133)).
2.13 Stock Purchase Agreement dated as of September 14, 1996, by and among
Parker Drilling Company and Energy Ventures, Inc. (incorporated by
reference to Exhibit 2.1 to Form 8-K, File 1-13086, filed October 3,
1996).
2.14 Agreement and Plan of Merger dated as of June 20, 1996 between Energy
Ventures, Inc., TCA Acquisition, Inc. and Tubular Corporation of
America (incorporated by reference to Exhibit No. 2.1 to Form 8-K,
File 1-13086, filed June 24, 1996).
3.1 Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit No. 3.1 to the Form 8-K, File
1-13086, filed May 14, 1997).
3.2 By-laws of the Company, as amended (incorporated by reference to
Exhibit No. 3.2 to Form 10-K, File 1-13086, filed March 1, 1994).
4.1 See Exhibit Nos. 3.1 and 3.2 for provisions of the Restated
Certificate of Incorporation, as amended, and By- laws of the
Registrant defining the rights of the holders of Common Stock.
4.2 Credit Agreement dated as of February 17, 1998, among EVI, Inc., EVI
Oil Tools Canada Ltd., the Subsidiary Guarantors defined therein,
Chase Bank of Texas, National Association, as U.S. Administrative
Agent, The Bank of Nova Scotia, as Documentation Agent and Canadian
Agent, ABN AMRO Bank, N.V., as Syndication Agent, and the other
Lenders defined therein, including the form of Note (incorporated by
reference to Exhibit No. 4.1 to the Form 8-K, File 1-13086, filed
March 3, 1998).
4.3 Indenture dated March 15, 1994, among Energy Ventures, Inc., as
Issuer, the Subsidiary Guarantors party thereto, as Guarantors, and
Chemical Bank, as Trustee (incorporated by reference to Form 8-K, File
1-13086, filed April 5, 1994).
4.4 Specimen 10 1/4% Senior Note due 2004 of Energy Ventures, Inc.
(incorporated by reference to Form 8-K, File 1- 13086, filed April 5,
1994).
4.5 First Supplemental Indenture by and among Energy Ventures, Inc.,
Prideco and Chemical Bank, as trustee, dated June 30, 1995
(incorporated by reference to Exhibit No. 4.4 to the Registration
Statement on Form S-3 (Reg. No. 33-61933)).
4.6 Second Supplemental Indenture by and among Energy Ventures, Inc., EVI
Arrow, Inc., EVI Watson, Inc. and The Chase Manhattan Bank, as
trustee, dated effective as of December 6, 1996 (incorporated by
reference to Exhibit 4.6 to Form 10-K, File 1-13086, filed March 20,
1997).
15
<PAGE> 17
4.7 Third Supplemental Indenture by and among EVI, Inc., Ercon, Inc. and
The Chase Manhattan Bank, as trustee, dated effective as of May 1,
1997 (incorporated by reference to Exhibit 99.2 to Form 8-K, File
1-13086, filed October 27, 1997).
4.8 Fourth Supplemental Indenture by and among EVI, Inc., XLS Holding,
Inc., XL Systems, Inc. and The Chase Manhattan Bank, as trustee, dated
effective as of August 25, 1997 (incorporated by reference to Exhibit
99.3 to Form 8-K, File 1-13086, filed October 27, 1997).
4.9 Fifth Supplemental Indenture by and between EVI, Inc. and The Chase
Manhattan Bank dated as of December 12, 1997 (including the Form of
Note and Form of Exchange Note) (incorporated by reference to Exhibit
4.1 to Form 8-K, File 1-13086, filed December 31, 1997).
4.10 Indenture dated as of October 15, 1997, between EVI, Inc. and The
Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit
No. 4.13 to the Registration Statement on Form S-3 (Reg. No.
333-45207).
4.11 First Supplemental Indenture dated as of October 28, 1997, between
EVI, Inc. and The Chase Manhattan Bank, as Trustee (including form of
Debenture) (incorporated by reference to Exhibit 4.2 to Form 8-K, File
1-13086, filed November 5, 1997).
4.12 Registration Rights Agreement dated November 3, 1997, by and among
EVI, Inc., Morgan Stanley & Co. Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation, Credit Suisse First Boston
Corporation, Lehman Brothers Inc., Prudential Securities Incorporated
and Schroder & Co. Inc. (incorporated by reference to Exhibit 4.3 to
Form 8-K, File 1-13086, filed November 5, 1997).
*10.1 Executive Deferred Compensation Stock Ownership Plan and related Trust
Agreement (incorporated by reference to Form 10-Q, File 1-13086, filed
November 16, 1992).
*10.2 First Amendment to Energy Ventures, Inc. Executive Deferred
Compensation Stock Ownership Plan dated June 28, 1993 (incorporated by
reference to Exhibit No. 4.3 to the Registration Statement on Form S-8
(Reg. No. 33- 65790)).
*10.3 Non-Employee Director Deferred Compensation Plan (incorporated by
reference to Form 10-Q, File 1-13086, Filed November 16, 1992).
*10.4 1991 Non-Employee Director Stock Option Plan and Form of Agreement
(incorporated by reference to Form 10-Q, File 1-13086, filed August 8,
1991).
*10.5 1992 Employee Stock Option Plan, as amended (incorporated by reference
to Exhibit No. 4.7 to the Registration Statement on Form S-8 (Reg. No.
333-13531)).
*10.6 Energy Ventures, Inc. Employees Stock Option Plan (incorporated by
reference to Exhibit No. 4.1 to the Registration Statement on Form S-8
(Reg. No. 33-31662)).
*10.7 Form of Stock Option Agreement under the Company's Employees' Stock
Option Plan (incorporated by reference to Exhibit No. 4.2 to the
Registration Statement on Form S-8 (Reg. No. 33-31662)).
*10.8 Amended and Restated Non-Employee Director Stock Option Plan
(incorporated by reference to Form 10-Q, File 1- 13086, filed August
12, 1995).
*10.9 Employment Agreements with each of Bernard J. Duroc-Danner, James G.
Kiley, Frances R. Powell, John C. Coble and Robert Stiles
(incorporated by reference to Exhibit 10.9 to the Form 10-K, File
1-13086, filed March 27, 1998).
10.10 Lease Agreement dated September 30, 1993, among T.F. de Mexico, S.A.
de C.V. as Lessor, Grant T.F. de Mexico, S.A. de C.V., as Lessee,
Energy Ventures, Inc. as Guarantor, and Revemex, S.A. de C.V. as Owner
of subleased assets (incorporated by reference to Form 10-K, File
1-13086, filed March 1, 1994).
10.11 Modification dated November 21, 1996, to Lease Agreement dated
September 30, 1993, among T.F. de Mexico, S.A. de C.V., Grant Prideco
S.A. de C.V., Energy Ventures, Inc., as Guarantor, Steel Pipes of
Mexico, S.A. and Grant Prideco, Inc. (incorporated by reference to
Exhibit 10.11 to the Form 10-K, File 1-13086, filed March 27, 1998).
10.12 The Woodward, Oklahoma Lease agreements as amended (incorporated by
reference to Form 10-K, File 1-13086, filed March 23, 1995).
16
<PAGE> 18
10.13 Manufacturing and Sales Agreement dated as of January 1, 1996, by and
between Grant Prideco, S.A. and Oil Country Tubular Limited
(incorporated by reference to Exhibit No. 10.34 to Form 10-K, File
1-13086, filed March 20, 1996).
10.14 Amended and Restated Lease Agreement dated May 3, 1996, between Baker
Hughes Oilfield Operations, Inc. and Grant Prideco, Inc. (incorporated
by reference to Exhibit No. 10.14 to Form 10-K, as amended by Form
10-K/A, File 1-13086, filed March 24, 1997).
10.15 Asset Purchase Agreement dated as of June 21, 1996, by and between
Energy Ventures, Inc. and Mallard Bay Drilling, Inc. and Noble
Drilling (West Africa) Inc. and Noble Drilling Corporation
(incorporated by reference to Exhibit No. 2.3 to Form 8-K, File
1-13086, filed June 24, 1996).
+21.1 Subsidiaries of EVI, Inc.
23.1 Consent of Arthur Andersen LLP (incorporated by reference to Exhibit
23.1 to the Form 10-K, File 1-13086, filed March 27, 1998).
27.1 Financial Data Schedule (incorporated by reference to Exhibit 27.1 to
the Form 10-K, File 1-13086, filed March 27, 1998).
- ---------------
*Management Contract or Compensatory Plan or Arrangement
+Filed herewith
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not
filed with this Annual Report on Form 10-K certain instruments defining the
rights of holder of long-term debt of the Company and its subsidiaries because
the total amount of securities authorized under any of such instruments does
not exceed 10% of the total assets of the Company and its subsidiaries on a
consolidated basis. The Company agrees to furnish a copy of any such
agreements to the Securities and Exchange Commission upon request.
17
<PAGE> 19
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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.
EVI, INC.
BY: /s/ FRANCES R. POWELL
----------------------------
FRANCES R. POWELL
VICE PRESIDENT, ACCOUNTING
AND CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)
Date: April 9, 1998
-------------------
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Index
Number Description
- ------ -----------
<S> <C>
2.1 Agreement and Plan of Merger dated as of March 4, 1998, by and between
EVI, Inc. and Weatherford Enterra, Inc. (incorporated by reference to
Exhibit No. 2.1 to Amendment No. 1 to Form 8-K on Form 8-K/A, File
1-13086, filed March 9, 1998).
2.2 Share Purchase Agreement made and entered into as of January 30, 1998,
by and among the shareholders of Nika Enterprises Ltd., an Alberta
corporation, listed on the signature pages thereto and EVI Oil Tools
Canada Ltd., an Alberta corporation (incorporated by reference to
Exhibit No. 2.1 to the Form 8-K, File 1-13086, filed March 3, 1998).
2.3 Agreement and Plan of Merger dated December 12, 1996, by and among
EVI, Inc., Christiana Acquisition, Inc., Christiana Companies, Inc.
and C2, Inc. (incorporated by reference to Exhibit No. 2.1 to Form
8-K, File 1- 13086, filed December 31, 1997).
2.4 Agreement dated December 12, 1997, by and among EVI, Inc., Christiana
Companies, Inc., Total Logistic Control LLC and C2, Inc. (incorporated
by reference to Exhibit No. 2.2 to Form 8-K, File 1-13086, filed
December 31, 1997).
2.5 Letter Agreement dated December 12, 1997, by and among EVI, Inc.,
Christiana Acquisition, Inc., Christiana Companies, Inc. and C2, Inc.
(incorporated by reference to Exhibit No. 2.3 to Form 8-K, File
1-13086, filed December 31, 1997).
2.6 Stock Purchase Agreement dated as of October 9, 1997, between EVI,
Inc. and PACCAR Inc (incorporated by reference to Exhibit No. 2.1 to
Form 8-K, File 1-13086, filed October 21, 1997).
2.7 Stock Purchase Agreement dated as of October 9, 1997, among certain
shareholders of BMW Monarch (Lloydminster) Ltd., the shareholders of
BMW Pump Inc., the shareholder of Makelki Holdings Ltd., the
shareholder of 589979 Alberta Ltd., the shareholders of 600969 Alberta
Ltd., the shareholders of 391862 Alberta Ltd. and EVI, Inc.
(incorporated by reference to Exhibit No. 2.2 to Form 8-K, File
1-13086, filed October 21, 1997).
2.8 Agreement and Plan of Merger dated as of July 16, 1997, as amended, by
and among XLS Holding, Inc., EVI, Inc. and GPXL, Inc. (incorporated
by reference to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed
August 26, 1997).
2.9 Stock Purchase Agreement dated as of February 21, 1997, among Seigo
Arai, Kanematsu USA Inc. and Energy Ventures, Inc. (incorporated by
reference to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed March
17, 1997).
2.10 Agreement and Plan of Merger dated as of December 5, 1996, among
Energy Ventures, Inc., GulfMark Acquisition Co., GulfMark
International, Inc. and New GulfMark International, Inc. (incorporated
by reference to Exhibit No. 2.2 to Form 8-K, File 1-13086, filed
December 26, 1996).
2.11 Agreement and Plan of Distribution dated as of December 5, 1996, by
and among GulfMark International, Inc., New GulfMark International,
Inc. and Energy Ventures, Inc. (incorporated by reference to Exhibit
No. 2.3 to Form 8- K, File 1-13086, filed December 26, 1996).
2.12 First Amendment to Agreement and Plan of Merger dated as of March 27,
1997, by and among Energy Ventures, Inc., GulfMark Acquisition Co.,
GulfMark International, Inc. and GulfMark Offshore, Inc. (incorporated
by reference to Exhibit No. 2.3 to the Registration Statement on Form
S-4 (Reg. No. 333-24133)).
2.13 Stock Purchase Agreement dated as of September 14, 1996, by and among
Parker Drilling Company and Energy Ventures, Inc. (incorporated by
reference to Exhibit 2.1 to Form 8-K, File 1-13086, filed October 3,
1996).
2.14 Agreement and Plan of Merger dated as of June 20, 1996 between Energy
Ventures, Inc., TCA Acquisition, Inc. and Tubular Corporation of
America (incorporated by reference to Exhibit No. 2.1 to Form 8-K,
File 1-13086, filed June 24, 1996).
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3.1 Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit No. 3.1 to the Form 8-K, File
1-13086, filed May 14, 1997).
3.2 By-laws of the Company, as amended (incorporated by reference to
Exhibit No. 3.2 to Form 10-K, File 1-13086, filed March 1, 1994).
4.1 See Exhibit Nos. 3.1 and 3.2 for provisions of the Restated
Certificate of Incorporation, as amended, and By- laws of the
Registrant defining the rights of the holders of Common Stock.
4.2 Credit Agreement dated as of February 17, 1998, among EVI, Inc., EVI
Oil Tools Canada Ltd., the Subsidiary Guarantors defined therein,
Chase Bank of Texas, National Association, as U.S. Administrative
Agent, The Bank of Nova Scotia, as Documentation Agent and Canadian
Agent, ABN AMRO Bank, N.V., as Syndication Agent, and the other
Lenders defined therein, including the form of Note (incorporated by
reference to Exhibit No. 4.1 to the Form 8-K, File 1-13086, filed
March 3, 1998).
4.3 Indenture dated March 15, 1994, among Energy Ventures, Inc., as
Issuer, the Subsidiary Guarantors party thereto, as Guarantors, and
Chemical Bank, as Trustee (incorporated by reference to Form 8-K, File
1-13086, filed April 5, 1994).
4.4 Specimen 10 1/4% Senior Note due 2004 of Energy Ventures, Inc.
(incorporated by reference to Form 8-K, File 1- 13086, filed April 5,
1994).
4.5 First Supplemental Indenture by and among Energy Ventures, Inc.,
Prideco and Chemical Bank, as trustee, dated June 30, 1995
(incorporated by reference to Exhibit No. 4.4 to the Registration
Statement on Form S-3 (Reg. No. 33-61933)).
4.6 Second Supplemental Indenture by and among Energy Ventures, Inc., EVI
Arrow, Inc., EVI Watson, Inc. and The Chase Manhattan Bank, as
trustee, dated effective as of December 6, 1996 (incorporated by
reference to Exhibit 4.6 to Form 10-K, File 1-13086, filed March 20,
1997).
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<PAGE> 22
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4.7 Third Supplemental Indenture by and among EVI, Inc., Ercon, Inc. and
The Chase Manhattan Bank, as trustee, dated effective as of May 1,
1997 (incorporated by reference to Exhibit 99.2 to Form 8-K, File
1-13086, filed October 27, 1997).
4.8 Fourth Supplemental Indenture by and among EVI, Inc., XLS Holding,
Inc., XL Systems, Inc. and The Chase Manhattan Bank, as trustee, dated
effective as of August 25, 1997 (incorporated by reference to Exhibit
99.3 to Form 8-K, File 1-13086, filed October 27, 1997).
4.9 Fifth Supplemental Indenture by and between EVI, Inc. and The Chase
Manhattan Bank dated as of December 12, 1997 (including the Form of
Note and Form of Exchange Note) (incorporated by reference to Exhibit
4.1 to Form 8-K, File 1-13086, filed December 31, 1997).
4.10 Indenture dated as of October 15, 1997, between EVI, Inc. and The
Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit
No. 4.13 to the Registration Statement on Form S-3 (Reg. No.
333-45207).
4.11 First Supplemental Indenture dated as of October 28, 1997, between
EVI, Inc. and The Chase Manhattan Bank, as Trustee (including form of
Debenture) (incorporated by reference to Exhibit 4.2 to Form 8-K, File
1-13086, filed November 5, 1997).
4.12 Registration Rights Agreement dated November 3, 1997, by and among
EVI, Inc., Morgan Stanley & Co. Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation, Credit Suisse First Boston
Corporation, Lehman Brothers Inc., Prudential Securities Incorporated
and Schroder & Co. Inc. (incorporated by reference to Exhibit 4.3 to
Form 8-K, File 1-13086, filed November 5, 1997).
*10.1 Executive Deferred Compensation Stock Ownership Plan and related Trust
Agreement (incorporated by reference to Form 10-Q, File 1-13086, filed
November 16, 1992).
*10.2 First Amendment to Energy Ventures, Inc. Executive Deferred
Compensation Stock Ownership Plan dated June 28, 1993 (incorporated by
reference to Exhibit No. 4.3 to the Registration Statement on Form S-8
(Reg. No. 33- 65790)).
*10.3 Non-Employee Director Deferred Compensation Plan (incorporated by
reference to Form 10-Q, File 1-13086, Filed November 16, 1992).
*10.4 1991 Non-Employee Director Stock Option Plan and Form of Agreement
(incorporated by reference to Form 10-Q, File 1-13086, filed August 8,
1991).
*10.5 1992 Employee Stock Option Plan, as amended (incorporated by reference
to Exhibit No. 4.7 to the Registration Statement on Form S-8 (Reg. No.
333-13531)).
*10.6 Energy Ventures, Inc. Employees Stock Option Plan (incorporated by
reference to Exhibit No. 4.1 to the Registration Statement on Form S-8
(Reg. No. 33-31662)).
*10.7 Form of Stock Option Agreement under the Company's Employees' Stock
Option Plan (incorporated by reference to Exhibit No. 4.2 to the
Registration Statement on Form S-8 (Reg. No. 33-31662)).
*10.8 Amended and Restated Non-Employee Director Stock Option Plan
(incorporated by reference to Form 10-Q, File 1- 13086, filed August
12, 1995).
*10.9 Employment Agreements with each of Bernard J. Duroc-Danner, James G.
Kiley, Frances R. Powell, John C. Coble and Robert Stiles
(incorporated by reference to Exhibit 10.9 to the Form 10-K, File
1-13086, filed March 27, 1998).
10.10 Lease Agreement dated September 30, 1993, among T.F. de Mexico, S.A.
de C.V. as Lessor, Grant T.F. de Mexico, S.A. de C.V., as Lessee,
Energy Ventures, Inc. as Guarantor, and Revemex, S.A. de C.V. as Owner
of subleased assets (incorporated by reference to Form 10-K, File
1-13086, filed March 1, 1994).
10.11 Modification dated November 21, 1996, to Lease Agreement dated
September 30, 1993, among T.F. de Mexico, S.A. de C.V., Grant Prideco
S.A. de C.V., Energy Ventures, Inc., as Guarantor, Steel Pipes of
Mexico, S.A. and Grant Prideco, Inc. (incorporated by reference to
Exhibit 10.11 to the Form 10-K, File 1-13086, filed March 27, 1998).
10.12 The Woodward, Oklahoma Lease agreements as amended (incorporated by
reference to Form 10-K, File 1-13086, filed March 23, 1995).
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10.13 Manufacturing and Sales Agreement dated as of January 1, 1996, by and
between Grant Prideco, S.A. and Oil Country Tubular Limited
(incorporated by reference to Exhibit No. 10.34 to Form 10-K, File
1-13086, filed March 20, 1996).
10.14 Amended and Restated Lease Agreement dated May 3, 1996, between Baker
Hughes Oilfield Operations, Inc. and Grant Prideco, Inc. (incorporated
by reference to Exhibit No. 10.14 to Form 10-K, as amended by Form
10-K/A, File 1-13086, filed March 24, 1997).
10.15 Asset Purchase Agreement dated as of June 21, 1996, by and between
Energy Ventures, Inc. and Mallard Bay Drilling, Inc. and Noble
Drilling (West Africa) Inc. and Noble Drilling Corporation
(incorporated by reference to Exhibit No. 2.3 to Form 8-K, File
1-13086, filed June 24, 1996).
+21.1 Subsidiaries of EVI, Inc.
23.1 Consent of Arthur Andersen LLP (incorporated by reference to Exhibit
23.1 to the Form 10-K, File 1-13086, filed March 27, 1998).
27.1 Financial Data Schedule (incorporated by reference to Exhibit 27.1 to
the Form 10-K, File 1-13086, filed March 27, 1998).
</TABLE>
- ---------------
*Management Contract or Compensatory Plan or Arrangement
+Filed herewith
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not
filed with this Annual Report on Form 10-K certain instruments defining the
rights of holder of long-term debt of the Company and its subsidiaries because
the total amount of securities authorized under any of such instruments does
not exceed 10% of the total assets of the Company and its subsidiaries on a
consolidated basis. The Company agrees to furnish a copy of any such
agreements to the Securities and Exchange Commission upon request.
<PAGE> 1
EXHIBIT 21.1
EVI, INC. SUBSIDIARIES
Jurisdiction
391862 Alberta Ltd Alberta
589879 Alberta Ltd Alberta
600969 Alberta Ltd Alberta
708621 Alberta Ltd Alberta
721260 Alberta Ltd Alberta
Ampscot Equipment Ltd. Alberta
Anbert Cilindros S.A.I.C. Argentina
Ancil S.A.I.C. Argentina
Baktexas Azerbajian
BMW Monarch (Lloydminster) Ltd. Alberta
BMW Pump Inc. Alberta
Channelview Real property, Inc. Delaware
Christiana Acquisition, Inc. Wisconsin
Citra Grant Prideco Limited Jersey Islands
Drill Tube International, Inc. Texas
Dongying Shengli-Highland Company Ltd. China
Energy Ventures (Cyprus) Limited Cyprus
Energy Ventures Far East Limited Hong Kong
Energy Ventures Foreign Sales Corp. Barbados
Energy Ventures Mid East, Inc. Cayman Islands
Enerpro de Mexico S.A. de CV. Mexico
Ercon, Inc. Delaware
EVI (Barbados), SRL Barbados
EVI Arrow, Inc. Delaware
EVI Brasil Comercia Ltda. Brazil
EVI Cayman, Ltd. Cayman Islands
EVI International, Inc. Delaware
EVI Management Inc. Delaware
EVI Oil Tools Canada Ltd. Alberta
EVI Oil Tools de Venezuela, S.A. Venezuela
EVI Oil Tools do Brasil Comercio
e Servicios Ltda. (Marservice Ltd.) Brazil
EVI Oil Tools do Brasil Industria
e Comercio Ltda. Brazil
EVI Oil Tools Limited Scotland
EVI Oil Tools, Inc. Delaware
EVI Watson Packers, Inc. Delaware
Grant Prideco (Singapore) PTE Ltd Singapore
Grant Prideco de Venezuela, S.A. Venezuela
Grant Prideco Limited Scotland
Grant Prideco, Inc. Delaware
Grant Prideco, S.A. Switzerland
Grant Tubular Finishing Limited Hungary
Griffin Legrand LP Alberta
Houston Well Screen Asia PTE Ltd. Singapore
Houston Well Screen Company Texas
Houston Well Screen Export, Inc. Barbados
Kobe International Ltd. Bahamas
KSP Logistics Co., Ltd. Thailand
<PAGE> 2
EVI, INC. SUBSIDIARIES
KSP Services International Co., Ltd. Thailand
Legrand (Cyprus) Ltd Cyprus
Legrand International (1977) Ltd. Barbados
Makelki Holdings Ltd. Alberta
McAllister Petroleum Services (Cyprus) Limited Cyprus
McAllister Petroleum Services Ltd. Alberta
Nika Enterprises Ltd. Alberta
Petroleum Equipment Supply Company Louisiana
Prideco Europe Limited Scotland
PT Hawes Utama Indonesia Indonesia
SBS Drilling - And Production - Systems Ltd & Co., KC Austria
SBS Drilling - And Production - Systems, Ltd Cayman
Schoeller-Bleckmann Motovilithinskije Sucker Rod Gmbh Austria
TA Industries, Inc. Delaware
Texas Arai, Inc. Delaware
Trico Industries, Inc. California
Tube-Alloy Capital Corporation Texas
Tube-Alloy Corporation Louisiana
Tube-Alloy Corporation International Texas
Van der Horst U.S.A., Inc. Delaware
Venstar, Inc. Delaware
Venstar, Ltd. United Kingdom
XL Systems International, Inc. Delaware
XL Systems, Inc. Texas
XLS Holding, Inc. Texas
XLS Systems Antilles N.V. Netherlands Antilles
XLS Systems Europe, B.V. Netherlands
