NEWPARK RESOURCES INC
8-K, 1995-08-09
OIL & GAS FIELD SERVICES, NEC
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<PAGE>
 
                      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:   AUGUST 9, 1995

Date of earliest event reported:   AUGUST 2, 1995


                            NEWPARK RESOURCES, INC.
            (Exact name of registrant as specified in its charter)


        DELAWARE                      1-2960                  72-1123385
(State or other jurisdiction        (Commission              (IRS Employer
    of incorporation)               File Number)          Identification No.)


          3850 NORTH CAUSEWAY, SUITE 1770        
                METAIRIE, LOUISIANA                     70002
     (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code: (504) 838-8222


                                    Page 1
<PAGE>
 
ITEM 5. OTHER EVENTS.

  On August 2, 1995, Newpark Resources, Inc., a Delaware corporation 
("Newpark"), announced that Newpark and Penhall International, Inc., a 
privately-held California corporation ("Penhall"), had mutually agreed to 
terminate the proposed merger of Penhall with and into Penhall Acquisition 
Corporation, a wholly-owned subsidiary of Newpark.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

  (c) Exhibits.

      99   Press Release issued by Newpark on August 2, 1995.


                                    Page 2
<PAGE>
 
                                  SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed by the undersigned hereunto 
duly authorized.

                                         NEWPARK RESOURCES, INC.


Dated: August 9, 1995                    By:   /s/ JAMES D. COLE
                                            -------------------------
                                            James D. Cole, President

                                    Page 3
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<TABLE> 
<CAPTION> 

                                                                    SEQUENTIALLY
EXHIBIT                                                               NUMBERED
NUMBER                  DESCRIPTION                                     PAGE
------                  -----------                                 ------------
<C>     <S>                                                         <C> 

  99    Press Release issued by Newpark on August 2, 1995.
</TABLE> 


                                    Page 4


<PAGE>
 
                                                                      EXHIBIT 99

             (LETTERHEAD OF NEWPARK RESOURCES, INC. APPEARS HERE)


FOR IMMEDIATE RELEASE


                  NEWPARK RESOURCES AND PENHALL INTERNATIONAL
                           AGREE TO TERMINATE MERGER

NEW ORLEANS, August 2, 1995 Newpark Resources, Inc. (NASDAQ: NPRS) and Penhall 
International announced today that they have mutually agreed to terminate their 
proposed merger originally announced on July 18, 1995.

The two companies said they intend jointly to pursue areas of synergy between 
them which they have identified, especially in the industrial waste market.

Newpark Resources provides integrated environmental and oilfield services to the
natural gas exploration and production industry.



For further information contact:

    Company                              New York
    -------                              --------

Matthew W. Hardey                        Ron Hengen
Vice President of Finance                R.F. Hengen, Inc.
Newpark Resources, Inc.                  47 Maple Street (L-12)
11 Lakeway Center                        Summit, New Jersey 07901
3850 N. Causeway, Suite 1770             (908) 277-1311
Metairie, Louisiana 70002
(504) 838-8222





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