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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): APRIL 20, 1998
EVI, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-13086 04-2515019
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
5 POST OAK PARK, SUITE 1760,
Houston, Texas 77027-3415
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 297-8400
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Exhibit Index Appears on Page 5
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ITEM 5. OTHER EVENTS.
EARNINGS RELEASE
On April 20, 1998, EVI, Inc., a Delaware corporation (the "Company"),
announced its earnings for the quarter ended March 31, 1998. A copy of the press
release announcing the Company's earnings for the quarter ended March 31, 1998,
is filed as Exhibit 99.1 and is hereby incorporated herein by reference.
AMENDMENT TO MERGER AGREEMENT
On April 17, 1998, the Company and Weatherford Enterra, Inc., a
Delaware corporation ("Weatherford"), entered into Amendment No. 1 (the "Merger
Amendment") to the Agreement and Plan of Merger (the "Merger Agreement") dated
as of March 4, 1998. The amendment to the Merger Agreement was effected to
reflect a change in the proposed officers of the surviving corporation following
the proposed merger of Weatherford with and into the Company (the "Merger").
Under the Merger Agreement, as amended, Bernard J. Duroc-Danner, President and
Chief Executive Officer of the Company, will serve as Chairman of the Board,
Chief Executive Officer and President of the surviving corporation. The Company
has determined that there will not be a need for a separate chief operating
officer of the surviving corporation. As a result, Thomas R. Bates, Jr.,
President and Chief Executive Officer of Weatherford, is not expected to
continue as an officer or director of the surviving corporation.
This Current Report contains or incorporates by reference
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934 concerning, among other things, the Company's prospects and
development for its operations and the integration of recent acquisitions, all
of which are subject to certain risks, uncertainties and assumptions. These
risks and uncertainties, which are more fully described in the Company's Annual
and Current Reports filed with the Securities and Exchange Commission, include
changes in market conditions in the oil and gas industry as well as the effect
of changes in prices of oil and gas. Should one or more of these risks or
uncertainties materialize, or should the assumptions prove incorrect, actual
results may vary in material aspects from those currently anticipated.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) 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 - 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.
99.1 - Press release of the Company dated April 20, 1998, announcing
the Company's earnings for the quarter ended March 31, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EVI, INC.
Dated: April 20, 1998 /s/ James G. Kiley
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James G. Kiley
Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
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.
99.1 Press release of the Company dated April 20, 1998, announcing
the Company's earnings for the quarter ended March 31, 1998.
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AMENDMENT NO. 1 EXHIBIT 2.2
TO THE
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 dated as of April 17, 1998 (this "Amendment"), to the
Agreement and Plan of Merger dated as of March 4, 1998 (the "Agreement"), is
entered into by and between EVI, Inc., a Delaware corporation ("EVI"), and
Weatherford Enterra, Inc., a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, EVI and the Company have entered into the Agreement, pursuant to
which the Company will merge with and into EVI (the "Merger"), upon the terms
and subject to the conditions of the Agreement, and each issued and outstanding
share of the Company's common stock, $0.10 par value, not owned by the Company,
EVI or any wholly owned subsidiary of the Company or EVI will be converted into
.95 of a share of EVI's common stock, $1.00 par value;
WHEREAS, EVI and the Company wish to amend the Agreement as set forth in
this Amendment; and
WHEREAS, capitalized terms used herein but otherwise not defined herein
shall have the meanings given to such terms in the Agreement;
NOW, THEREFORE, in consideration of the premises, the representations,
warranties and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Subsection (b) of Section 1.5 of the Agreement is hereby amended in its
entirety to read as follows:
"(b) The directors to be named by the Company have been identified in
writing to EVI. If, prior to the Effective Time of the Merger, any of the
Company's designees to the Board of Directors of the Surviving Corporation
as so selected shall decline or be unable to serve as a director of the
Surviving Corporation, the other Company's designees shall designate
another person to serve in such person's stead, subject to the approval of
a majority of EVI's Board of Directors at that time, which approval shall
not be unreasonably withheld."
2. Section 1.6 of the Agreement is hereby amended in its entirety to read
as follows:
"SECTION 1.6. Officers. Bernard J. Duroc-Danner shall be the
Chairman, Chief Executive Officer and President of the Surviving
Corporation. The other officers of the Surviving Corporation shall be the
officers of EVI as of the Effective Time of the Merger, together with such
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other persons as may be selected by EVI to serve as officers of the
Surviving Corporation. All such officers shall hold office in accordance
with the Certificate of Incorporation and By-laws of the Surviving
Corporation from the Effective Time of the Merger until the earlier of
their resignation or removal or until their respective successors are duly
elected and qualified, as the case may be."
3. Except as otherwise modified and amended by this Amendment, all other
terms and provisions of the Agreement shall remain in full force and effect.
4. This Amendment may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original and all of which shall
constitute the same instrument.
5. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.
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IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be executed and delivered on its behalf as of the date first above
written.
EVI, INC.
By: /s/ Bernard J. Duroc-Danner
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Bernard J. Duroc-Danner
President and Chief Executive Officer
WEATHERFORD ENTERRA, INC.
By: /s/ Thomas R. Bates, Jr.
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Thomas R. Bates, Jr.
President and Chief Executive Officer
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EXHIBIT 99.1
EVI ANNOUNCES 110% INCREASE IN QUARTERLY EARNINGS
April 20, 1998 Houston, Texas - EVI, Inc. (NYSE-EVI) today announced income from
continuing operations of $31,277,000 or $.65 per diluted share on revenues of
$316,840,000 for the first quarter of 1998 compared to income from continuing
operations of $14,345,000 or $.31 per diluted share on revenues of $164,640,000
for the first quarter of 1997. Operating income for the first quarter of 1998
was $55,322,000 compared to $23,337,000 for the first quarter of 1997. The
results of the first quarter reflect continued revenue and margin improvement in
the Company's drilling products segment as well as the impact of acquisitions
and cost reduction programs at the Company's production equipment segment.
Operating income at the Company's drilling products segment increased to
$46,256,000 on revenues of $192,899,000 for the first quarter of 1998 up from
$21,466,000 on revenues of $117,803,000 for the first quarter of 1997. Drill
stem revenues increased to approximately $102 million in 1998 from $59 million
in 1997. With enhanced manufacturing productivity, the Company was able to
increase shipments of drill pipe by 900,000 feet over the first quarter of 1997.
With a current backlog of approximately $325 million, the Company expects to
ship in excess of 2.5 million feet of drill pipe in each of the remaining
quarters of 1998. Premium tubular and subsea equipment revenues increased to
approximately $91 million in 1998 from approximately $59 million in 1997. The
54% revenue increase is due to the 1997 acquisitions of TA Industries and XL
Systems as well as an approximate 20% increase in engineered connections and
premium casing revenues. The Company expects that premium tubular and subsea
revenues will continue to show improvement on a year-on-year basis due to
continued strength in the
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offshore markets as well as the revenue growth attributable to the acquisitions
of TA Industries and XL Systems.
Operating income at the Company's production equipment division increased to
$11,214,000 in the first quarter of 1998 from $3,592,000 in the first quarter of
1997. Revenues increased by $77,104,000 over the same period. The increase in
revenues and operating income is due to the impact of second-half 1997
acquisitions as well as strong growth in Latin America, evidenced by a doubling
of Latin American revenues from 1997 to 1998. Excluding the impact of
acquisitions, revenues in the production equipment division increased by 39%
over the first quarter of 1997. Operating income margins improved to 9% from 7%
as manufacturing cost reduction programs in the artificial lift businesses began
to have an impact in the second half of 1997. Manufacturing and distribution
cost reduction initiatives will continue throughout the balance of 1998 as the
Company integrates the businesses that were acquired during 1997. The Company's
progressing cavity pump line of artificial lift products was negatively impacted
during the first quarter of 1998 by the interruption of heavy oil drilling
activity in both Canada and California. The Company has taken steps during the
first quarter to lower its cost structure in heavy oil markets.
The Company also announced that it had set May 27, 1998 as the meeting date for
the special meeting of the EVI stockholders to consider its proposed merger with
Weatherford Enterra, Inc. (NYSE:WII). The merger is subject to various
conditions, including stockholder approval and the expiration of the waiting
period under the notice provisions of the United States antitrust laws, which
waiting period is currently scheduled to expire on April 29, 1998.
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 concerning, among other things,
EVI's prospects and development for its operations and the integration of recent
acquisitions, all of which are subject to certain risks, uncertainties and
assumptions. These risks and
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uncertainties, which are more fully described in EVI's Annual Quarterly and
Current Reports filed with the Securities and Exchange Commission, include
changes in market conditions in the oil and gas industry as well as the effect
of changes in prices of oil and gas. Should one or more of these risks or
uncertainties materialize, or should the assumptions prove incorrect, actual
results may vary in material aspects from those currently anticipated.
EVI is an international manufacturer of engineered oilfield products. The
Company manufactures drilling tools, engineered connections, subsea equipment
and production tools.
Contact:
James G. Kiley
Vice President and
Chief Financial Officer
(713) 297-8440
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EVI, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(IN 000'S EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------ %
1998 1997 Change
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<S> <C> <C> <C>
Net Revenues:
Drilling Products $ 192,899 $ 117,803 64%
Production Equipment 123,941 46,837 165%
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316,840 164,640 92%
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Operating Income:
Drilling Products 46,256 21,466 115%
Production Equipment 11,214 3,592 212%
Corporate Expenses (2,148) (1,721) --
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55,322 23,337 137%
Other Income (Expense):
Other, Net 789 3,314
Interest Expense (7,993) (4,411)
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Income Before Income Taxes 48,118 22,240
Provision For Income Taxes 16,841 7,895
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Net Income $ 31,277 $ 14,345
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Earnings Per Share:
Basic $ 0.66 $ 0.31 113%
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Diluted $ 0.65 $ 0.31 110%
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Weighted Average Shares Outstanding:
Basic 47,732 45,672
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Diluted 48,333 46,765
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Depreciation and Amortization:
Drilling Products $ 7,632 $ 4,714
Production Equipment 5,475 2,113
Corporate 38 18
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$ 13,145 $ 6,845
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</TABLE>
