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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
EVI, INC. AND WEATHERFORD ENTERRA, INC.
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(Name of Registrants as Specified in Their Charters)
N/A
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies: Common
Stock, $1.00 par value, of EVI, Inc. and Common Stock, $0.10 par value, of
Weatherford Enterra, Inc.
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(2) Aggregate number of securities to which transaction applies: 52,877,077
shares of Common Stock, $0.10 par value, of Weatherford Enterra, Inc.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined): The proposed per unit price of
$42.28 is based on the average of the high and low sale prices of the Common
Stock, $0.10 par value, of Weatherford Enterra, Inc. as reported on The New York
Stock Exchange on March 31, 1998.
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(4) Proposed maximum aggregate value of transaction: $2,235,642,816.
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(5) Total fee paid: $447,129.
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[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A.
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(2) Form, Schedule or Registration Statement No.: N/A.
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(3) Filing Party: N/A.
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(4) Date Filed: N/A.
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EVI, INC.
PROXY FOR
SPECIAL MEETING OF STOCKHOLDERS
MAY 27, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The
undersigned stockholder of EVI, Inc. ("EVI") hereby appoints Bernard
J. Duroc-Danner and James G. Kiley, or either of them, as proxies,
each with power to act without the other and with full power of
substitution, for the undersigned to vote the number of shares of
Common Stock of EVI that the undersigned would be entitled to vote if
personally present at the Special Meeting of Stockholders of EVI to be
held on Wednesday, May 27, 1998, at 10:30 a.m., Houston time, at The
Luxury Collection Hotel of Houston, 1919 Briar Oaks, Houston, Texas,
and at any adjournment or postponement thereof, on the following
matters that are more particularly described in the Joint Proxy
Statement/Prospectus dated April 24, 1998:
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
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(1) Proposal to approve and adopt the Agreement and Plan of Merger dated
as of March 4, 1998, as amended, by and between EVI and Weatherford
Enterra, Inc. ("Weatherford") pursuant to which Weatherford will merge
with and into EVI and each outstanding share of Weatherford common
stock, $.10 par value, will be converted into the right to receive .95
of a share of EVI common stock, $1.00 par value.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) To consider and take action upon any other matter which may
properly come before the meeting or any adjournment or
postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSAL 1. RECEIPT OF THE JOINT PROXY STATEMENT/PROSPECTUS DATED
APRIL 24, 1998, IS HEREBY ACKNOWLEDGED.
PLEASE MARK, SIGN, DATE AND RETURN USING THE ENCLOSED ENVELOPE.
Dated: -----------------, 1998.
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Signature of Stockholder(s)
Please sign your name exactly
as it appears hereon. Joint
owners must each sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give your full
title as it appears thereon.
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WEATHERFORD ENTERRA, INC.
PROXY FOR
SPECIAL MEETING OF STOCKHOLDERS
MAY 27, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The
undersigned stockholder of Weatherford Enterra, Inc. ("Weatherford")
hereby appoints Thomas R. Bates, Jr. and H. Suzanne Thomas, or either
of them, as proxies, each with power to act without the other and with
full power of substitution, for the undersigned to vote the number of
shares of Common Stock of Weatherford that the undersigned would be
entitled to vote if personally present at the Special Meeting of
Stockholders of Weatherford to be held on Wednesday, May 27, 1998, at
10:30 a.m., Houston time, at The Luxury Collection Hotel of Houston,
1919 Briar Oaks, Houston, Texas, and at any adjournment or
postponement thereof, on the following matters that are more
particularly described in the Joint Proxy Statement/Prospectus dated
April 24, 1998:
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
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(1) Proposal to approve and adopt the Agreement and Plan of Merger
dated as of March 4, 1998, as amended, by and between EVI, Inc.
("EVI") and Weatherford pursuant to which Weatherford will merge
with and into EVI and each outstanding share of Weatherford Common
Stock will be converted into the right to receive .95 of a share of
EVI common stock, $1.00 par value.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) To consider and take action upon any other matter which may
properly come before the meeting or any adjournment or
postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSAL 1. RECEIPT OF THE JOINT PROXY STATEMENT/PROSPECTUS DATED
APRIL 24, 1998, IS HEREBY ACKNOWLEDGED.
PLEASE MARK, SIGN, DATE AND RETURN USING THE ENCLOSED ENVELOPE.
Dated:
----------------------, 1998.
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Signature of Stockholder(s)
Please sign your name exactly
as it appears hereon. Joint
owners must each sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give your full
title as it appears thereon.
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