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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 1998
REGISTRATION NO. 333-39587
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EVI, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 04-2515019
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027-3415
(713) 297-8400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
BERNARD J. DUROC-DANNER
EVI, INC.
5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027-3415
(713) 297-8400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
CURTIS W. HUFF
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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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, AS AMENDED, 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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PROSPECTUS
745,160 SHARES
EVI, INC.
COMMON STOCK
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This Prospectus has been prepared for use in connection with the proposed
sale by certain stockholders (the "Selling Stockholders") of EVI, Inc., a
Delaware corporation (the "Company"), of an aggregate of 745,160 shares (the
"Shares") of common stock, $1.00 par value (the "Common Stock"), of the Company.
The Shares may be offered and sold by the Selling Stockholders from time to time
under this Prospectus from the date hereof until August 25, 1998, directly or
through broker-dealers designated from time to time. The Shares may be sold in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at prices determined on a negotiated or competitive
bid basis. Shares may be sold through a broker-dealer acting as agent or broker
for a Selling Stockholder, or to a broker-dealer acting as principal. See "Plan
of Distribution".
The Common Stock is traded on the New York Stock Exchange (the "NYSE")
under the symbol "EVI". On April 27, 1998, the last reported sales price for the
Common Stock as reported on the NYSE was $48 9/16 per share.
The Company will receive no portion of the proceeds of the sale of the
Shares offered hereby and will bear certain of the expenses incident to their
registration. The Company has agreed to indemnify the Selling Stockholders
against certain civil liabilities, including liabilities under the Securities
Act of 1933, or to contribute to payments the Selling Stockholders may be
required to make in respect thereof. See "Plan of Distribution" and "Selling
Stockholders".
The Shares have not been registered for sale under the securities laws of
any state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the existence of any
exemption from registration or the registration thereof under the securities
laws of the states in which such transactions occur.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is April 28, 1998.
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TABLE OF CONTENTS
<TABLE>
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AVAILABLE INFORMATION....................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 3
FORWARD-LOOKING STATEMENTS.................................. 4
THE COMPANY................................................. 5
SELLING STOCKHOLDERS........................................ 7
DESCRIPTION OF CAPITAL STOCK................................ 8
PLAN OF DISTRIBUTION........................................ 10
LEGAL MATTERS............................................... 11
EXPERTS..................................................... 11
</TABLE>
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
STOCKHOLDERS OR ANY UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SHARES BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER NO
CIRCUMSTANCES SHALL THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO
THIS PROSPECTUS CREATE ANY IMPLICATION THAT INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
---------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected at the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
Regional Offices of the Commission at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York,
New York 10048. Copies of such material can also be obtained from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a World Wide Web site on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Such
reports, proxy and information statements and other information concerning the
Company can also be inspected and copied at the offices of the NYSE, 20 Broad
Street, New York, New York 10005, on which the Common Stock is listed.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement, certain items of which are contained in
exhibits to the Registration Statement as permitted by the rules and regulations
of the Commission. For further information with respect to the Company and the
Common Stock offered hereby, reference is made to the Registration Statement,
including the exhibits thereto, which may be inspected without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Regional Offices of the Commission, and
copies of which may be obtained from the Commission at prescribed rates.
Statements made in this Prospectus concerning the contents of any document
referred to herein are not necessarily complete. With respect to each such
document filed with the Commission as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission and are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, as amended by Amendment No. 1 and Amendment No. 2 to the
Annual Report on Form 10-K on Forms 10-K/A;
(b) The Company's Current Report on Form 8-K dated May 1, 1997, as
amended by Amendment No. 1 to the Current Report on Form 8-K on Form 8-K/A
dated January 14, 1998;
(c) The Company's Current Report on Form 8-K dated November 5, 1997,
as amended by Amendment No. 1 to the Current Report on Form 8-K on Form
8-K/A dated March 26, 1998;
(d) The Company's Current Report on Form 8-K dated December 2, 1997,
as amended by Amendment No. 1 to the Current Report on Form 8-K on Form
8-K/A dated February 13, 1998;
(e) The Company's Current Report on Form 8-K dated January 28, 1998;
(f) The Company's Current Report on Form 8-K dated February 3, 1998;
(g) The Company's Current Report on Form 8-K dated February 19, 1998,
as amended by Amendment No. 1 to the Current Report on Form 8-K on Form
8-K/A dated April 21, 1998;
(h) The Company's Current Report on Form 8-K dated March 2, 1998;
(i) The Company's Current Report on Form 8-K dated March 5, 1998, as
amended by Amendment No. 1 to the Current Report on Form 8-K on Form 8-K/A
dated March 9, 1998;
(j) The Company's Current Report on Form 8-K dated April 20, 1998;
(k) The Company's Current Report on Form 8-K dated April 22, 1998, as
amended by Amendment No. 1 to the Current Report on Form 8-K on Form 8-K/A
dated April 24, 1998; and
(l) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (filed May 19, 1994) and as amended by
the Company's Registration Statement on Form S-3 (Registration No.
333-12367), including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Common Stock pursuant hereto
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of the filing of such documents. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents incorporated by reference
herein, other than the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates. Written or oral requests for such copies should be directed to the
Company at 5 Post Oak Park, Suite 1760, Houston, Texas 77027, Attention:
Secretary (Telephone number: (713) 297-8400).
3
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FORWARD-LOOKING STATEMENTS
This Prospectus and other public filings and releases by the Company
contain statements relating to future results of the Company (including certain
projections and business trends) that are "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements may include, but are not limited to, future sales,
earnings, margins, production levels and costs, expected savings from
acquisitions, demand for products and services, product deliveries, market
trends in the oil and gas industry and the oilfield service sector thereof,
effects of the proposed merger (the "Weatherford Merger") of the Company and
Weatherford Enterra, Inc. ("Weatherford") on sales, business, expenses, cash
flow and profits, research and development, environmental and other
expenditures, currency fluctuations and various business trends. Forward-looking
statements may be made by the Company's management orally or in writing
including, but not limited to, the Management's Discussion and Analysis of
Financial Condition and Results of Operations section and other sections of the
Company's filings with the Commission under the Exchange Act and the Securities
Act.
Actual results and trends in the future may differ materially depending on
a variety of factors including, but not limited to, changes in the price of oil
and gas, the impact of recent declines in the price of oil on the demand for the
Company's products and services, changes in the domestic and international rig
count, global trade policies, domestic and international drilling activities,
worldwide political stability and economic growth, including currency
fluctuations, government export and import policies, technological advances
involving the Company's products and services, the Company's successful
execution of internal operating plans and manufacturing consolidations and
restructurings, changes in the market for the Company's drilling tools and other
products and services, performance issues with key suppliers and subcontractors,
the ability of the Company to maintain pricing levels and market shares, raw
material cost changes, collective bargaining labor disputes, availability of
personnel, regulatory uncertainties and legal proceedings. Future results will
also be dependent upon the Company's ability to continue to identify and
complete successful acquisitions at acceptable prices, integrate those
acquisitions with the Company's other operations, penetrate existing and new
markets and, if the proposed Weatherford Merger is consummated, to successfully
integrate the operations of Weatherford with the Company. See "The
Company -- Recent Developments." For additional information regarding risks and
uncertainties relating to the Company, see the Company's reports filed with the
Commission referred to under "Incorporation of Certain Documents by Reference".
4
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THE COMPANY
GENERAL
The Company is an international manufacturer and supplier of engineered
oilfield tools and equipment. The Company's products are used both for the
drilling and production phases of oil and natural gas wells. The Company has
grown substantially through the years through a process of selected acquisitions
and internal development designed to take advantage of the consolidation in the
oil and gas service industry. Acquisitions have focused on the acquisition of
name brand products, the development of complete product lines and savings
through consolidation. Internal development has focused on product development
and geographic deployment.
The Company's principal products consist of drill pipe and other drilling
tools, premium connectors and associated high grade tubulars, marine connectors,
artificial lift systems, packers and completion tools. The Company's growth
strategy has resulted in the Company becoming the largest manufacturer of drill
pipe in the world, the largest manufacturer of engineered connections and
premium tubulars in North America and one of the largest providers of artificial
lift and completion equipment in the world. The Company's product lines are
divided into a drilling products segment consisting of drill pipe, premium
tubulars and marine connectors, and a production equipment segment consisting of
completion and artificial lift equipment.
The Company was incorporated in 1972 as a Massachusetts corporation and was
reincorporated in Delaware in 1980. The Company's corporate office is located at
5 Post Oak Park, Suite 1760, Houston, Texas 77027-3415, and its telephone number
is (713) 297-8400.
RECENT DEVELOPMENTS
Weatherford Merger. On March 4, 1998, the Company entered into an Agreement
and Plan of Merger with Weatherford providing for the merger of Weatherford and
into the Company pursuant to an expected tax free merger in which the
stockholders of Weatherford will receive .95 of a share of Common Stock in
exchange for each outstanding share of Weatherford common stock, $0.10 par value
("Weatherford Common Stock"). Based on 51,402,963 shares of Weatherford Common
Stock outstanding as of April 22, 1998 (excluding 1,437,259 shares of
Weatherford Common Stock reserved for issuance pursuant to outstanding
Weatherford stock based awards), the Company will issue 48,832,815 shares of
Common Stock in connection with the Weatherford Merger. The Company will be
surviving corporation and will be renamed "EVI Weatherford, Inc." following the
Weatherford Merger.
Weatherford is a diversified international energy service and manufacturing
company that provides a variety of services and equipment to the exploration,
production and transmission sectors of the oil and gas industry. Weatherford
operates in virtually every oil and gas exploration and production region in the
world. Weatherford's principal business segments include (i) the oilfield
services segment, which consists of renting specialized oilfield equipment,
providing fishing, milling, whipstock installation and retrieval, well control
assistance and other downhole services and related tools, and providing tubular
running services and related tools, (ii) the oilfield products segment, which
consists of manufacturing, selling and servicing a variety of products,
including cementation products, liner hangers, gas lift equipment and equipment
used to provide oilfield services, and (iii) the gas compression segment, which
consists of manufacturing, packaging, renting, selling and providing parts and
services for gas compressor units over a broad horsepower range.
The Weatherford Merger is being proposed by the Board of Directors of the
Company to further the Company's strategy of taking advantage of opportunities
in the oilfield service industry, more particularly the well construction and
production life cycle segments. The Company believes that the combination of the
Company's broad range of completion and artificial lift products with
Weatherford's worldwide services infrastructure and reputation should provide
the combined company with a firm foundation for growth. The Weatherford Merger
also is being pursued by the Company to (i) provide the Company with a greater
and more diversified line of products and services to serve its customers'
needs, (ii) expand the Company's international presence and (iii) provide the
Company with benefits through product leveraging and consolidation savings.
5
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The Weatherford Merger is subject to various conditions, including the
approval of the stockholders of the Company and Weatherford, the receipt of all
required regulatory approvals and the expiration or termination of all waiting
periods (and extensions thereof) under the Hart-Scott-Rodino Act. Each of the
Company and Weatherford has scheduled a special meeting of stockholders for May
27, 1998, to vote on the Weatherford Merger. Although there can be no assurance
that the Weatherford Merger will close, the Company currently anticipates that
the Weatherford Merger will be consummated shortly after the receipt of such
regulatory approvals and the approval of the Weatherford Merger by the
stockholders of the Company and Weatherford.
Christiana Acquisition. In December 1997, the Company entered into a merger
agreement (the "Christiana Merger Agreement") with Christiana Companies, Inc., a
Wisconsin corporation ("Christiana"), and C2, Inc., a Wisconsin corporation,
pursuant to which approximately 3.9 million shares of Common Stock will be
issued to the stockholders of Christiana in a merger of a subsidiary of the
Company with and into Christiana (the "Christiana Acquisition"). Prior to the
Christiana Acquisition, Christiana is required to sell two-thirds of its
interest in Total Logistic Control, LLC ("Logistic"), a wholly owned subsidiary
of Christiana, to C2, Inc. for approximately $10.7 million. Following the sale
of Logistic, the remaining assets of Christiana will consist of (i)
approximately 3.9 million shares of Common Stock, (ii) a one-third interest in
Logistic and (iii) cash and other assets with a book value of approximately
$10.0 million. It is anticipated that Christiana will have no material debt as
of the date of consummation of the Christiana Acquisition, but will have various
tax liabilities that will be paid with the cash remaining in Christiana after
the Christiana Acquisition.
The Christiana Acquisition is subject to various conditions, including the
approval by the stockholders of the Company and Christiana. Although there can
be no assurance that the Christiana Acquisition will close, the Company
currently anticipates that the acquisition will be consummated shortly after the
approval of the Christiana Acquisition by the stockholders of the Company and
Christiana.
Pro Forma Information. Certain pro forma information with respect to the
Weatherford Merger and the Christiana Acquisition has been filed by the Company
with the Commission on a Current Report on Form 8-K, as amended, and is
incorporated herein by reference.
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SELLING STOCKHOLDERS
This Prospectus constitutes a part of the Registration Statement filed by
the Company pursuant to registration rights granted to the Selling Stockholders
in the Agreement and Plan of Merger dated as of July 16, 1997, as amended (the
"Agreement"), by and among XLS Holding, Inc., a Texas corporation ("XLS"), the
Company, GPXL, Inc., a Texas corporation and wholly owned subsidiary of the
Company ("GPXL"), and the Selling Stockholders. The Agreement was entered in
conjunction with the Company's acquisition of XLS through a merger (the
"Merger") of GPXL with and into XLS. Pursuant to the terms of the Agreement, the
Company has agreed to pay all expenses of registering the Shares under the
Securities Act, including, without limitation, all registration and filing fees,
printing expenses and the fees and disbursements of the counsel and accountants
for the Company. The Agreement also provides that the Company will indemnify the
Selling Stockholders against certain civil liabilities, including liabilities
under the Securities Act, or to contribute to payments the Selling Stockholders
may be required to make in respect thereof. The Selling Stockholders will pay
all fees and disbursements of their counsel and all brokerage fees, commissions
and expenses, if any, applicable to the Shares sold by them.
The following table sets forth certain information with respect to the
shares of Common Stock beneficially owned by each Selling Stockholder as of
April 28, 1998, all of which may be sold pursuant to this Prospectus:
<TABLE>
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NAME OF NUMBER OF PERCENT OF
SELLING STOCKHOLDER SHARES OWNED(1) OUTSTANDING SHARES
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Paul A. Pigue....................................... 23,623 *
Marvin E. Odum, Jr.................................. 105,681 *
Brian Jennings Odum "S" Corp. Trusts................ 23,623 *
John Paul Preston "S" Corp. Trusts.................. 176,980 *
W. A. Taylor........................................ 7,246 *
Hydril Company...................................... 408,007 *
</TABLE>
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* Less than 1%
(1) Because the Selling Stockholders may offer all or a portion of the Shares
pursuant to this Prospectus, no estimate can be given as to the number of
shares of Common Stock that will be held by the Selling Stockholders upon
termination of any such sales.
Prior to the Merger, all of the Selling Stockholders were stockholders of
XLS, and Paul A. Pigue, Marvin E. Odum, Jr., Brian J. Odum, the trustee and
beneficiary of the Brian Jennings Odum "S" Corp. Trusts, John P. Preston, the
trustee and beneficiary of the "S" Corp. Trusts, and W. A. Taylor were officers
of XLS. Additionally, Messrs. Pigue, Marvin Odum and Christopher T. Seaver,
President of Hydril Company, were directors of XLS. Following the Merger, all of
such persons ceased to be officers and directors of XLS. Messrs. Marvin Odum,
Brian Odum and Preston are continuing to be employed by a subsidiary of the
Company at annual base salaries of $164,880, $84,960 and $132,000, respectively.
None of the Selling Stockholders have, within the past three years, held any
position, office or other material relationship with the Company or any of its
predecessors or affiliates, except as noted above.
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DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 80,000,000 shares of
Common Stock, par value $1.00 per share, and 3,000,000 shares of Preferred
Stock, par value $1.00 per share ("Preferred Stock"). At April 22, 1998,
47,851,149 shares of Common Stock were outstanding, including (i) 51,206 shares
of Common Stock remaining to be exchanged for shares of common stock of GulfMark
International, Inc. ("GulfMark") in connection with the Company's prior
acquisition of GulfMark and (ii) 7,836 shares of Common Stock remaining to be
exchanged for common shares of Taro Industries Limited ("Taro") in connection
with the Company's prior acquisition of Taro. In addition, at April 22, 1998,
there were (i) 5,031,250 shares of Common Stock reserved for issuance upon the
conversion of the Company's 5% Convertible Subordinated Preferred Equivalent
Debentures due 2027 (ii) 3,900,000 shares of Common Stock reserved for issuance
pursuant to the proposed Christiana Acquisition (see "The Company -- Recent
Developments -- Christiana Acquisition"), (iii) an aggregate of 50,198,211
shares of Common Stock reserved for issuance pursuant to the Weatherford Merger,
consisting of 48,832,815 shares of Common Stock issuable to the current
Weatherford stockholders and 1,365,396 shares of Common Stock reserved for
issuance to the holders of outstanding Weatherford stock based awards (see "The
Company -- Recent Developments -- Weatherford Merger") and (iv) 2,483,759 shares
of Common Stock reserved for issuance pursuant to various employee benefit plans
of the Company and its subsidiaries, of which 1,354,939 shares of Common Stock
were reserved for issuance upon the exercise of outstanding options and awards.
At April 22, 1998, there were no shares of Preferred Stock issued or
outstanding. The holders of shares of Common Stock are not liable to further
calls or assessments by the Company. The description below is a summary of and
is qualified in its entirety by the provisions of the Company's Restated
Certificate of Incorporation as currently in effect.
Subject to the rights of the holders of any outstanding shares of Preferred
Stock and those rights provided by law, (i) dividends may be declared and paid
or set apart for payment upon the Common Stock out of any assets or funds of EVI
legally available for the payment of dividends and may be payable in cash, stock
or otherwise, (ii) the holders of EVI stock have the exclusive right to vote for
the election of directors and, except as provided below, on all other matters
requiring stockholder action generally, with each share being entitled to one
vote and (iii) upon the voluntary or involuntary liquidation, dissolution or
winding up of the Company, the net assets of the Company will be distributed pro
rata to the holders of the Common Stock in accordance with their respective
rights and interests to the exclusion of the holders of any outstanding shares
of Preferred Stock.
Although the holders of the Common Stock are generally entitled to vote for
the approval of amendments to the Company's Restated Certificate of
Incorporation, the voting rights of the holders of the Common Stock are limited
with respect to certain amendments to the Company's Restated Certificate of
Incorporation that affect only the holders of the Preferred Stock. Specifically,
subject to the rights of any outstanding shares of any series of Preferred
Stock, EVI's Restated Certificate of Incorporation provides that it may be
amended from time to time in any manner that would solely modify or change the
relative powers, preferences and rights and the qualifications or restrictions
of any issued shares of any series of Preferred Stock then outstanding with the
only required vote or consent for approval of such amendment being the
affirmative vote or consent of the holders of a majority of the outstanding
shares of the series of Preferred Stock so affected, provided that the powers,
preferences and rights and the qualifications and limitations or restrictions of
such series after giving effect to such amendment are no greater than the
powers, preferences and rights and qualifications and limitations or
restrictions permitted to be fixed and determined by the Board of Directors with
respect to the establishment of any new series of shares of Preferred Stock
pursuant to the authority vested in the Board of Directors as to such matters.
Holders of the Common Stock do not have any cumulative voting, redemptive
or conversion rights and have no preemptive rights to subscribe for, purchase or
receive any class of shares or securities of the Company. Holders of the Common
Stock have no fixed dividend rights. Dividends may be declared by the Board of
Directors at its discretion depending on various factors, although no dividends
are anticipated for the foreseeable future.
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The Preferred Stock may be issued from time to time in one or more series,
with each such series having such powers, preferences and rights and
qualifications and limitations or restrictions as may be fixed by the Company's
Board of Directors pursuant to the resolution or resolutions providing for the
issuance of such series.
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 Company of stock or any transaction
from which the director derived an improper personal benefit. The Company's
Restated Certificate of Incorporation provides that the Company's directors are
not liable to the Company or its stockholders for monetary damages for breach of
their fiduciary duty, subject to the above described exceptions specified by
Delaware law.
As a Delaware corporation, the Company is subject to Section 203 of the
Delaware General Corporation Law (the "DGCL"). In general, Section 203 prevents
an "interested stockholder" (defined generally as a person owning 15% or more of
a corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three years following
the time such person became an interested stockholder unless (i) before such
person became an interested stockholder, the board of directors of the
corporation approved the transaction in which the interested stockholder became
an interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owns at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding stock held by directors who are also officers of the
corporation and by employee stock plans that do not provide employees with the
rights to determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer); or (iii) following the transaction
in which such person became an interested stockholder, the business combination
is approved by the board of directors of the corporation and authorized at a
meeting of stockholders by the affirmative vote of the holders of two-thirds of
the outstanding voting stock of the corporation not owned by the interested
stockholder. Under Section 203, the restrictions described above also do not
apply to certain business combinations proposed by an interested stockholder
following the announcement or notification of one of certain extraordinary
transactions involving the corporation and a person who had not been an
interested stockholder during the previous three years or who became an
interested stockholder with the approval of a majority of the corporation's
directors, if such extraordinary transaction is approved or not opposed by a
majority of the directors who were directors prior to any person becoming an
interested stockholder during the previous three years or were recommended for
election or elected to succeed such directors by a majority of such directors.
The Registrar and Transfer Agent for the Company Common Stock is American
Stock Transfer and Trust Company, New York, New York.
9
<PAGE> 11
PLAN OF DISTRIBUTION
The Shares may be sold under this Prospectus pursuant to the methods
described below from time to time from the date hereof until August 25, 1998, by
or for the account of the Selling Stockholders on the NYSE or otherwise in one
or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at prices determined on a negotiated or competitive bid basis.
The Shares may be sold by any one or more of the following methods: (a) a block
trade (which may involve crosses) in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer as principal; (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; and (d) privately negotiated transactions.
The Selling Stockholders may effect such transactions by selling Shares through
broker-dealers, and such broker-dealers may receive compensation in the form of
commissions from the Selling Stockholders (which commissions will not exceed
those customary in the types of transactions involved). The Selling Stockholders
and any broker-dealers that participate in the distribution of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales, and any profit on the sale of Shares by it and any
fees and commissions received by any such broker-dealers may be deemed to be
underwriting discounts and commissions.
At the time a particular offering of Common Stock is made hereunder, to the
extent required by law, a Prospectus Supplement will be distributed which will
set forth the amount of Common Stock being offered and the terms of the
offering, including the purchase price, the name or names of any dealers or
agents, the purchase price paid for Common Stock purchased from the Selling
Stockholders and any items constituting compensation from the Selling
Stockholders.
The Company will receive no portion of the proceeds of the sale of the
Shares offered hereby.
LEGAL MATTERS
In connection with the Common Stock offered hereby, the validity of the
shares being offered will be passed upon for the Company by Fulbright & Jaworski
L.L.P., Houston, Texas. Uriel E. Dutton, a director of the Company, is a partner
of Fulbright & Jaworski L.L.P. Mr. Dutton currently holds options to purchase
70,000 shares of Common Stock, which options were granted to him pursuant to the
Company's Amended and Restated Non-Employee Director Stock Option Plan. In
addition, Curtis W. Huff, a partner at Fulbright & Jaworski L.L.P., has agreed
to be retained as Senior Vice President, General Counsel and Secretary of the
Company, effective on or before June 15, 1998, and pursuant to an agreement with
the Company would receive 75,000 restricted shares of Common Stock and options
to purchase 100,000 shares of Common Stock.
EXPERTS
The Company's consolidated financial statements as of December 31, 1997 and
1996 and for each of the three years in the period ended December 31, 1997,
incorporated by reference in this Prospectus and the Registration Statement,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
Weatherford's consolidated financial statements as of December 31, 1997 and
1996 and for each of the three years in the period ended December 31, 1997,
incorporated by reference in this Prospectus and the Registration Statement,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
Christiana's consolidated financial statements as of June 30, 1997 and 1996
and for each of the three years in the period ended June 30, 1997, included in
this Prospectus and the Registration Statement have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports with
respect
10
<PAGE> 12
thereto, and are incorporated herein by reference in reliance upon the authority
of said firm as experts in accounting and auditing in giving said report.
The consolidated financial statements of Trico Industries, Inc. as of and
for the years ended December 31, 1996 and 1995 appearing in the Company's
Amendment No. 1 to Form 8-K dated December 2, 1997 on Form 8-K/A, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
The combined financial statements for BMW Monarch (Lloydminster) Ltd. and
BMW Pump, Inc. as of March 31, 1997 and 1996, and for each of the two years in
the period ended March 31, 1997, incorporated by reference in this Prospectus
and the Registration Statement have been audited by Arthur Andersen & Co.,
independent chartered accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in accounting and auditing in giving said report.
11
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering are:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $19,033
New York Stock Exchange Listing Fee......................... 1,500
Legal Fees and Expenses..................................... 7,500
Accounting Fees and Expenses................................ 2,500
Blue Sky Fees and Expenses (including legal fees)........... 1,000
Miscellaneous............................................... 3,467
-------
TOTAL............................................. $35,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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. David J. Butters and
Robert B. Millard, employees of Lehman Brothers Inc. ("Lehman Brothers"),
constitute two of the seven current members of the Board of Directors of the
Registrant. Under the restated certificates of incorporation, as amended to
date, of Lehman Brothers 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
Brothers 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 Brothers 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.
II-1
<PAGE> 14
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
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 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).
2.6 -- 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).
2.7 -- 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 -- 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).
2.9 -- 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).
2.10 -- 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).
2.11 -- 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).
2.12 -- 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).
2.13 -- 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).
2.14 -- 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)).
2.15 -- 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).
2.16 -- 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 Registrant,
as amended (incorporated by reference to Exhibit No. 3.1
to the Form 8-K, File 1-13086, filed May 14, 1997).
</TABLE>
II-2
<PAGE> 15
<TABLE>
<C> <S>
3.2 -- By-laws of the Registrant (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).
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).
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
*23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
*23.2 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of EVI, Inc.
*23.3 -- Consent of Arthur Andersen LLP, with respect to the
GulfMark Retained Assets' financial statements.
*24.1 -- Powers of Attorney from certain members of the Board of
Directors of the Company (contained on page II-5).
</TABLE>
- ---------------
* Previously filed.
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has
not filed with this Registration Statement certain instruments defining the
rights of holders 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 agreement
to the Commission upon request.
II-3
<PAGE> 16
ITEM 17. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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
may be permitted to directors, officers and controlling persons of the Company
pursuant to the Securities Act or otherwise, the Company 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 and is, therefore,
unenforceable. If a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 and will be governed by the final adjudication of such issue.
II-4
<PAGE> 17
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 April 27, 1998.
EVI, INC.
By: /s/ BERNARD J. DUROC-DANNER
----------------------------------
Bernard J. Duroc-Danner
President, Chief Executive Officer
and Director
(Principal Executive Officer)
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ BERNARD J. DUROC-DANNER President, Chief April 27, 1998
- ----------------------------------------------------- Executive Officer and
Bernard J. Duroc-Danner Director (Principal
Executive Officer)
/s/ JAMES G. KILEY Vice President and April 27, 1998
- ----------------------------------------------------- Chief Financial
James G. Kiley Officer (Principal
Financial Officer)
/s/ FRANCES R. POWELL Vice President, April 27, 1998
- ----------------------------------------------------- Accounting and
Frances R. Powell Controller (Principal
Accounting Officer)
/s/ DAVID J. BUTTERS* Director and Chairman April 27, 1998
- ----------------------------------------------------- of the Board
David J. Butters
/s/ URIEL E. DUTTON* Director April 27, 1998
- -----------------------------------------------------
Uriel E. Dutton
/s/ SHELDON S. GORDON* Director April 27, 1998
- -----------------------------------------------------
Sheldon S. Gordon
/s/ SHELDON B. LUBAR* Director April 27, 1998
- -----------------------------------------------------
Sheldon B. Lubar
/s/ ROBERT B. MILLARD* Director April 27, 1998
- -----------------------------------------------------
Robert B. Millard
/s/ ROBERT A. RAYNE* Director April 27, 1998
- -----------------------------------------------------
Robert A. Rayne
*By: /s/ JAMES G. KILEY
-------------------------------------------------
James G. Kiley
Pursuant to Power of Attorney
</TABLE>
II-5
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER EXHIBIT
------ -------
<C> <S>
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 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).
2.6 -- 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).
2.7 -- 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 -- 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).
2.9 -- 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).
2.10 -- 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).
2.11 -- 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).
2.12 -- 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).
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
NUMBER EXHIBIT
------ -------
<C> <S>
2.13 -- 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).
2.14 -- 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)).
2.15 -- 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).
2.16 -- 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 Registrant,
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 Registrant (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).
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).
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
NUMBER EXHIBIT
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<C> <S>
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).
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
*23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
*23.2 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of EVI, Inc.
*23.3 -- Consent of Arthur Andersen LLP, with respect to the
GulfMark Retained Assets' financial statements.
*24.1 -- Powers of Attorney from certain members of the Board of
Directors of the Company (contained on page II-5).
</TABLE>
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* Previously filed.
