<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 1998
REGISTRATION NO. 333-58741
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EVI WEATHERFORD, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 3498 04-2515019
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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BERNARD J. DUROC-DANNER
EVI WEATHERFORD, INC.
5 POST OAK PARK, SUITE 1760 5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027-3415 HOUSTON, TEXAS 77027-3415
(713) 297-8400 (713) 297-8400
(Address, including zip code, and telephone (Name, address, including zip code, and
number, including area code, of registrant's telephone number, including area code, of
principal agent for service)
executive offices)
</TABLE>
Copies to:
CURTIS W. HUFF
EVI WEATHERFORD, INC.
5 POST OAK PARK, SUITE 1766
HOUSTON, TEXAS 77027-3415
(713) 297-8400
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: Upon consummation of the Merger described herein.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement on Form S-4 has been filed
solely to effect the filing of Exhibit 8.1 hereto.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Registrant's Restated Certificate of Incorporation provides that the
Registrant's directors are not liable to the Registrant or its stockholders for
monetary damages for breach of their fiduciary duty, subject to the described
exceptions specified by Delaware law.
Section 145 of the Delaware General Corporation Law grants to the
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The By-laws of the
Registrant provide for indemnification of each officer and director of the
Registrant to the fullest extent permitted by Delaware law. Messrs. David J.
Butters and Robert B. Millard, employees of Lehman Brothers Inc. ("Lehman"),
constitute two of the eight members of the Board of Directors of the Registrant.
Under the restated certificates of incorporation, as amended to date, of Lehman
and its parent, Lehman Brothers Holdings Inc. ("Holdings"), both Delaware
corporations, Messrs. Butters and Millard, in their capacity as directors of the
Registrant, are to be indemnified by Lehman and Holdings to the fullest extent
permitted by Delaware law. Messrs. Butters and Millard are serving as directors
of the Registrant at the request of Lehman and Holdings.
Section 145 of the Delaware General Corporation Law also empowers the
Registrant to purchase and maintain insurance on behalf of any person who is or
was an officer or director of the Registrant against liability asserted against
or incurred by him in any such capacity, whether or not the Registrant would
have the power to indemnify such officer or director against such liability
under the provisions of Section 145. The Registrant has purchased and maintains
a directors' and officers' liability policy for such purposes. Messrs. Butters
and Millard are insured against certain liabilities which they may incur in
their capacity as directors pursuant to insurance maintained by Holdings.
Under the terms of the Agreement dated December 12, 1997, as amended, by
and among the Registrant, Christiana Companies, Inc. ("Christiana"), Total
Logistic Control, LLC ("Logistic") and C2, Inc., Logistic and C2 have agreed to
indemnify the directors and officers of the Registrant for any liability
relating to any claim or damage by any stockholder of Christiana or EVI with
respect to the Merger or the Logistic Sale or the transactions relating thereto,
including any claims and liabilities arising under the securities laws and
claims with respect to the Joint Proxy Statement/Prospectus.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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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 -- Amendment No. 1 dated as of April 17, 1998, to the
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. 2.2 to Form
8-K, File 1-13086, filed April 21, 1998).
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2.3 -- Amendment No. 2 dated as of April 22, 1998, to the
Agreement and Plan of Merger dated as of March 4, 1998,
as amended by and between EVI, Inc. and Weatherford
Enterra, Inc. (incorporated by reference to Exhibit No.
2.3 to Form 8-K, File 1-13086, filed April 23, 1998).
2.4 -- 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).
2.5 -- Agreement and Plan of Merger dated as of December 12,
1997, 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).
2.6 -- Agreement dated as of 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).
2.7 -- 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).
2.8 -- Amended and Restated Arrangement Agreement by and between
Taro Industries Limited, and EVI, Inc. and 756745 Alberta
Ltd. And 759572 Alberta Ltd. dated as of December 5, 1997
(incorporated by reference to Exhibit No. 2.4 to Form
8-K, File 1-13086, filed December 31, 1997).
2.9 -- 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).
2.10 -- 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).
2.11 -- 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).
2.12 -- 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).
2.13 -- 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).
2.14 -- 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).
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2.15 -- 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)).
2.16 -- 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).
2.17 -- 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).
**2.18 -- Amendment No. 1 dated as of May 26, 1998, to the Agreement and Plan of Merger dated as
of December 12, 1997 and to the Agreement dated as of December 12, 1997, by and among
EVI, Inc., Christiana Acquisition, Inc., Christiana Companies, Inc., C2, Inc. and Total
Logistic Control, LLC.
3.1 -- Amended and Restated Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit No. 3.1 to Form 8-K, File 1-13086, dated June 2,
1998).
3.2 -- Amended and Restated By-laws of the Registrant, as amended (incorporated by reference
to Exhibit No. 3.2 to Form 8-K, File 1-13086, filed June 2, 1998).
4.1 -- See Exhibit Nos. 3.1 and 3.2 for provisions of the Amended and Restated Certificate of
Incorporation and Amended and Restated By-laws of the Registrant defining the rights of
the holders of Common Stock.
4.2 -- Amended and Restated Credit Agreement dated as of May 27, 1998, among EVI Weatherford,
Inc., EVI Oil Tools Canada Ltd., 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 forms of Notes (incorporated by reference to Exhibit No. 4.1 to
the Form 8-K, File 1-13086, filed June 15, 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).
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).
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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).
4.13 -- Indenture dated May 17, 1996, between Weatherford Enterra, Inc. and Bank of Montreal
Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K, File No. 1-7867, dated May 28, 1996).
4.14 -- First Supplemental Indenture dated and effective as of May 27, 1998, by and among EVI
Weatherford, Inc., the successor by merger to Weatherford Enterra, Inc., and Bank of
Montreal Trust Company, as Trustee (incorporated by reference to Exhibit No. 4.1 to
Form 8-K, File 1-13086, filed June 2, 1998).
4.15 -- Form of Weatherford Enterra, Inc.'s 7 1/4% Notes Due May 15, 2006 (incorporated by
reference to Exhibit 4.2 to Weatherford Enterra, Inc.'s Current Report on Form 8-K,
File No. 1-7867, dated May 28, 1996).
**5.1 -- Opinion of Fulbright & Jaworski L.L.P., regarding legality of securities.
*8.1 -- Opinion of Arthur Andersen LLP, regarding certain tax matters.
**23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit No. 5.1).
*23.2 -- Consent of Arthur Andersen LLP, with respect to the Tax Opinion (included in Exhibit
No. 8.1).
**23.3 -- Consent of Arthur Andersen LLP, with respect to the financial statements of EVI
Weatherford, Inc.
**23.4 -- Consent of Arthur Andersen LLP, with respect to the financial statements of Weatherford
Enterra, Inc.
**23.5 -- Consent of Arthur Andersen LLP, with respect to the financial statements of Christiana
Companies, Inc.
**23.6 -- Consent of Arthur Andersen LLP, with respect to the financial statements of GulfMark
Retained Assets.
**23.7 -- Consent of Ernst & Young LLP, with respect to the consolidated financial statements of
Trico Industries, Inc.
**23.8 -- Consent of Arthur Andersen LLP, with respect to the combined financial statements of
BMW Monarch (Lloydminster) Ltd. and BMW Pump, Inc.
**23.9 -- Consent of Morgan Stanley & Co. Incorporated with respect to their fairness opinion
(included in the Morgan Stanley Opinion attached as Appendix D to the Joint Proxy
Statement/Prospectus).
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**23.10 -- Consent of Prudential Securities Incorporated with respect to their fairness opinion
(included in the Prudential Securities Opinion attached as Appendix E to the Joint
Proxy Statement/Prospectus).
**23.11 -- Consent of American Appraisal Associates, Inc. with respect to their appraisal opinion.
**24.1 -- Powers of Attorney (included on signature page).
**99.1 -- Proxy card for use at Special Meeting of Stockholders of EVI Weatherford, Inc.
**99.2 -- Proxy card for use at Special Meeting of Shareholders of Christiana Companies, Inc.
**99.3 -- Form of Letter of Transmittal for use by shareholders of Christiana Companies, Inc.
</TABLE>
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* Filed herewith.
** Previously filed.
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant
has not filed with this Registration Statement certain instruments defining the
rights of holders of long-term debt of the Registrant 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 Registrant and its subsidiaries
on a consolidated basis. The Registrant agrees to furnish a copy of any such
agreements to the Securities and Exchange Commission upon request.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) Prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form; and
(2) Every prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Securities Act, and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed
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to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 10, 1998.
EVI WEATHERFORD, INC.
By: /s/ BERNARD J. DUROC-DANNER
----------------------------------
Bernard J. Duroc-Danner
President, Chief Executive
Officer,
Chairman of the Board and Director
(Principal Executive Officer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ BERNARD J. DUROC-DANNER President, Chief Executive July 10, 1998
- ----------------------------------------------------- Officer, Chairman of the
Bernard J. Duroc-Danner Board and Director
(Principal Executive
Officer)
/s/ JAMES G. KILEY Vice President and Chief July 10, 1998
- ----------------------------------------------------- Financial Officer
James G. Kiley (Principal Financial
Officer)
/s/ FRANCES R. POWELL Vice President, Accounting July 13, 1998
- ----------------------------------------------------- and Controller (Principal
Frances R. Powell Accounting Officer)
* /s/ DAVID J. BUTTERS Director July 10, 1998
- -----------------------------------------------------
David J. Butters
* /s/ SHELDON B. LUBAR Director July 10, 1998
- -----------------------------------------------------
Sheldon B. Lubar
Director July 10, 1998
- -----------------------------------------------------
Robert B. Millard
* /s/ ROBERT A. RAYNE Director July 10, 1998
- -----------------------------------------------------
Robert A. Rayne
* /s/ PHILIP BURGUIERES Director July 10, 1998
- -----------------------------------------------------
Philip Burguieres
* /s/ WILLIAM E. MACAULAY Director July 10, 1998
- -----------------------------------------------------
William E. Macaulay
* /s/ ROBERT K. MOSES, JR. Director July 10, 1998
- -----------------------------------------------------
Robert K. Moses, Jr.
*By: /s/ JAMES G. KILEY
------------------------------------------------
James G. Kiley
As Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
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NUMBER EXHIBIT
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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 -- Amendment No. 1 dated as of April 17, 1998, to the
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. 2.2 to Form
8-K, File 1-13086, filed April 21, 1998).
2.3 -- Amendment No. 2 dated as of April 22, 1998, to the
Agreement and Plan of Merger dated as of March 4, 1998,
as amended by and between EVI, Inc. and Weatherford
Enterra, Inc. (incorporated by reference to Exhibit No.
2.3 to Form 8-K, File 1-13086, filed April 23, 1998).
2.4 -- 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).
2.5 -- Agreement and Plan of Merger dated as of December 12,
1997, 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).
2.6 -- Agreement dated as of 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).
2.7 -- 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).
2.8 -- Amended and Restated Arrangement Agreement by and between
Taro Industries Limited, and EVI, Inc. and 756745 Alberta
Ltd. And 759572 Alberta Ltd. dated as of December 5, 1997
(incorporated by reference to Exhibit No. 2.4 to Form
8-K, File 1-13086, filed December 31, 1997).
2.9 -- 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).
2.10 -- 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).
2.11 -- 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).
2.12 -- 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).
</TABLE>
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<TABLE>
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NUMBER EXHIBIT
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2.13 -- 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).
2.14 -- 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).
2.15 -- 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)).
2.16 -- 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).
2.17 -- 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).
**2.18 -- Amendment No. 1 dated as of May 26, 1998, to the
Agreement and Plan of Merger dated as of December 12,
1997 and to the Agreement dated as of December 12, 1997,
by and among EVI, Inc., Christiana Acquisition, Inc.,
Christiana Companies, Inc., C2, Inc. and Total Logistic
Control, LLC.
3.1 -- Amended and Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by reference to
Exhibit No. 3.1 to Form 8-K, File 1-13086, dated June 2,
1998).
3.2 -- Amended and Restated By-laws of the Registrant, as
amended (incorporated by reference to Exhibit No. 3.2 to
Form 8-K, File 1-13086, filed June 2, 1998).
4.1 -- See Exhibit Nos. 3.1 and 3.2 for provisions of the
Amended and Restated Certificate of Incorporation and
Amended and Restated By-laws of the Registrant defining
the rights of the holders of Common Stock.
4.2 -- Amended and Restated Credit Agreement dated as of May 27,
1998, among EVI Weatherford, Inc., EVI Oil Tools Canada
Ltd., 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 forms of Notes (incorporated by
reference to Exhibit No. 4.1 to the Form 8-K, File
1-13086, filed June 15, 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)).
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
NUMBER EXHIBIT
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<C> <S>
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).
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).
4.13 -- Indenture dated May 17, 1996, between Weatherford
Enterra, Inc. and Bank of Montreal Trust Company, as
Trustee (incorporated by reference to Exhibit 4.1 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K,
File No. 1-7867, dated May 28, 1996).
4.14 -- First Supplemental Indenture dated and effective as of
May 27, 1998, by and among EVI Weatherford, Inc., the
successor by merger to Weatherford Enterra, Inc., and
Bank of Montreal Trust Company, as Trustee (incorporated
by reference to Exhibit No. 4.1 to Form 8-K, File
1-13086, filed June 2, 1998).
4.15 -- Form of Weatherford Enterra, Inc.'s 7 1/4% Notes Due May
15, 2006 (incorporated by reference to Exhibit 4.2 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K,
File No. 1-7867, dated May 28, 1996).
**5.1 -- Opinion of Fulbright & Jaworski L.L.P., regarding
legality of securities.
*8.1 -- Opinion of Arthur Andersen LLP, regarding certain tax
matters.
**23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit No. 5.1).
*23.2 -- Consent of Arthur Andersen LLP, with respect to the Tax
Opinion (included in Exhibit No. 8.1).
**23.3 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of EVI, Inc.
**23.4 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of Weatherford Enterra, Inc.
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
NUMBER EXHIBIT
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<C> <S>
**23.5 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of Christiana Companies, Inc.
**23.6 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of GulfMark Retained Assets.
**23.7 -- Consent of Ernst & Young LLP, with respect to the
consolidated financial statements of Trico Industries,
Inc.
**23.8 -- Consent of Arthur Andersen LLP, with respect to the
combined financial statements of BMW Monarch
(Lloydminster) Ltd. and BMW Pump, Inc.
**23.9 -- Consent of Morgan Stanley & Co. Incorporated with respect
to their fairness opinion (included in the Morgan Stanley
Opinion attached as Appendix D to the Joint Proxy
Statement/Prospectus).
**23.10 -- Consent of Prudential Securities Incorporated with
respect to their fairness opinion (included in the
Prudential Securities Opinion attached as Appendix E to
the Joint Proxy Statement/Prospectus).
**23.11 -- Consent of American Appraisal Associates, Inc. with
respect to their appraisal opinion.
**24.1 -- Powers of Attorney (included on signature page).
**99.1 -- Proxy card for use at Special Meeting of Stockholders of
EVI Weatherford, Inc.
**99.2 -- Proxy card for use at Special Meeting of Shareholders of
Christiana Companies, Inc.
**99.3 -- Form of Letter of Transmittal for use by shareholders of
Christiana Companies, Inc.
</TABLE>
- ---------------
* Filed herewith.
** Previously filed.
<PAGE> 1
EXHIBIT 8.1
[ARTHUR ANDERSEN LETTERHEAD]
July 13, 1998
Board of Directors
Christiana Companies, Inc.
700 North Water Street, Suite 1200
Milwaukee, Wisconsin 53202
Board of Directors
EVI Weatherford, Inc.
5 Post Oak Park, Suite 1760
Houston, Texas 77027-3415
Re: Merger of Christiana Companies, Inc. and Christiana Acquisition, Inc., a
newly formed subsidiary of EVI Weatherford, Inc.
Gentlemen:
You have requested our opinion regarding certain federal income tax consequences
of the acquisition of all of the outstanding shares of Christiana Companies,
Inc. ("Christiana") common stock by EVI Weatherford, Inc. ("EVI") in a
transaction in which Christiana Acquisition, Inc. ("Sub"), a newly formed
Wisconsin subsidiary of EVI, will be merged (the "Merger") with and into
Christiana, and as a result thereof the holders of Christiana common stock will
receive shares of EVI voting common stock, cash and a contingent cash payment.
In rendering our opinion, we have relied upon the accuracy and completeness of
the facts, assumptions and representations (without regard to any limitation
based on knowledge or belief)
(i) set forth herein
(ii) contained in the documents listed on Exhibit A to this opinion, and
(iii) set forth in the representation letters, dated July 13, 1998, signed
by appropriate officers of Christiana, EVI and Sub (attached as
Exhibit B).
Christiana, EVI and Sub have represented that such facts, assumptions and
representations are true, correct and complete. However, we have not
independently audited or otherwise verified any of these facts, assumptions or
other representations. A misstatement or omission of any fact or a change or
amendment in any of the facts, assumptions or representations we have relied
upon may require a modification of all or a part of this opinion. In addition,
our opinion is based on the facts as represented to us as of the date of this
letter. Any changes in the facts or form of the transactions between the date
of this letter and the actual closing of the transactions may require a
modification of all or part of this opinion. We have no responsibility to
update this opinion for events, transactions, circumstances or changes in any
of the facts, assumptions or representations occurring after this date.
<PAGE> 2
Board of Directors
Page 2
July 13, 1998
Premise of Opinion
Our opinion is expressed only with respect to what we considered to be the
material federal income tax consequences of the Merger under the conditions
described herein. The opinion expressed herein is based upon our
interpretation of the Internal Revenue Code of 1986, as amended (the "Code"),
income tax regulations thereunder, court decisions, rulings and procedures
issued by the Internal Revenue Service (the "Service") and other authorities
that we deemed relevant, in each case as of the date of this letter. Should
there be any change, including any change having retroactive effect, in any of
such authorities, the opinion expressed herein would necessarily have to be
reevaluated in light of such change. The Service has indicated that
regulations will be issued for certain "inversion" transactions, occurring
after September 21, 1994, which depending on the scope and content of those
regulations, could require Christiana and/or its shareholders to recognize gain
or income as a result of the Merger (see Notice 94-93, 1994-2 C.B. 563). Our
opinion is as of the date hereof and we have no responsibility to update our
opinion for changes in applicable law or other authorities occurring after its
date of issuance.
We have not considered any non-income tax consequences, or any state, local,
foreign, or other income tax (other than federal income tax) consequences, and
therefore we express no opinion regarding the treatment that would be accorded
the Merger for such purposes. We also express no opinion on non-tax issues,
such as corporate law or securities law matters. The opinion does not address
the tax consequences of the Merger to a Christiana shareholder that has a
special status, including insurance companies; tax-exempt entities; financial
institutions or broker-dealers; foreign corporations; estates and trusts not
subject to U.S. federal income tax on their income regardless of source;
persons who are not citizens or residents of the United States; and persons who
acquired their Christiana common stock as a result of the exercise of an
employee stock option, pursuant to an employee stock purchase plan, or
otherwise as compensation.
Further, our opinion does not address the potential tax ramifications to
Christiana, EVI and their affiliates or shareholders of any transaction other
than the Merger.
This opinion is not binding on the Service, and there can be no assurance that
the Service will not take positions contrary to the opinion expressed herein.
Certain Federal Income Tax Consequences of the Merger
Our opinions are limited to the federal income tax consequences of the Merger
that we believe are material to Christiana, the Christiana common shareholders,
Sub and EVI. In our opinion:
<PAGE> 3
Board of Directors
Page 3
July 13, 1998
1. The Merger of Sub with and into Christiana, with Christiana being the
surviving corporation in the Merger, will constitute a reorganization
pursuant to Code Section 368(a)(1)(A) and Code Section 368(a)(2)(E).
2. Under Code Section 368(b), Christiana, EVI and Sub will be parties to the
reorganization.
3. Neither EVI nor Sub will recognize any gain or loss as a result of the
Merger. Code Section 354(a)(1).
4. No gain or loss will be recognized by Christiana on the consummation of the
Merger.
5. The holders of Christiana common stock will recognize no gain or loss as a
result of the receipt of EVI voting common stock in exchange for their
Christiana common stock in the Merger pursuant to Code Section 354(a)(1).
The holders of Christiana common stock will recognize gain to the extent of
the cash and the fair market value of the contingent cash payment received
in exchange for the Christiana common stock. Provided that such gain is
properly characterized as gain from a sale or exchange and not as a
dividend, the gain recognized will not exceed the gain realized on the
transaction. Code Section 354(a)(1) and Code Section 356(a)(1). The gain
recognized by the holders of Christiana common stock, as determined under
Code Section 356(a)(1), will be capital gain provided the Christiana stock
exchanged would constitute a capital asset in the hands of the exchanging
shareholder and the hypothetical redemption of stock is not essentially
equivalent to a dividend. Code Section 302(b)(1) and Commissioner v.
Clark, 489 U.S. 726 (1989).
6. The contingent cash payment should be a deferred payment subject to the
rules of Code Section 483. As such, the contingent cash payment will have
an imputed interest component determined under the rules of Treas. Reg.
Section 1.1275-4(c). Upon receipt of the contingent cash payment, gain or
loss will be computed as the difference between (i) the amount of contingent
cash payment received and (ii) the sum of the fair market value of the
contingent cash payment on the date of the Merger and the amount of imputed
interest. Treas. Reg. Section 1.1275-4(c)(5). The resulting gain or loss
will be capital gain or loss provided the Christiana stock exchanged would
constitute a capital asset in the hands of the exchanging shareholder. The
imputed interest component will be ordinary income.
7. Under Code Section 358(a)(1), the tax basis of the shares of the EVI voting
common stock received by the Christiana shareholders in the Merger will be
the same as the basis of the shares of Christiana common stock surrendered
in exchange therefore, decreased by the amount of cash and the fair market
value of the contingent cash payment received by the holder of Christiana
stock, and increased by gain recognized in the transaction.
8. Under Code Section 1223(1), the holding period of the EVI voting common
stock received by each holder of Christiana common stock will include the
holding period of the Christiana
<PAGE> 4
Board of Directors
Page 4
July 13, 1998
common stock held by such holder, provided that such Christiana stock is a
capital asset in the hands of such holder on the date of the Merger.
This opinion is solely for the benefit of Christiana, the Christiana
shareholders, Sub and EVI and is not intended to be relied upon by any other
party. Except to the extent expressly permitted hereby, and without the prior
written consent of this firm, this letter may not be quoted in whole or in
part, or otherwise referred to in any documents or delivered to any person or
entity. Any such authorized other party receiving a copy of this letter must
consult and rely upon the advice of their own counsel, accountant or other
advisor.
We hereby consent to the filing of this opinion as an exhibit to the Form S-4
Registration/Proxy Statement and to the reference to us in such document.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Attachments
<PAGE> 5
EXHIBIT A
LISTING OF DOCUMENTS
1. Agreement and Plan of Merger, among Christiana Companies, Inc., EVI, Inc.
and Christiana Acquisition Inc., dated December 12, 1997, as amended.
2. Form S-4 Registration Statement/Proxy Statement, dated July 8, 1998,
including any exhibits and amendments thereto.
