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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: JUNE 14, 1996
Date of earliest event reported: JUNE 5, 1996
NEWPARK RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-2960 72-1123385
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3850 NORTH CAUSEWAY, SUITE 1770
METAIRIE, LOUISIANA 77002
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 838-8222
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ITEM 5. OTHER EVENTS.
On June 5, 1996, Newpark executed a definitive agreement with Sanifill,
Inc. ("Sanifill") for the purchase by Newpark of the marine-related nonhazardous
oilfield waste ("NOW") collection operations of Campbell Wells, Ltd.
("Campbell"), a Sanifill subsidiary, for a purchase price of $70.5 Million,
subject, among other conditions, to financing and the expiration of the
statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"). Newpark plans a public offering of Common
Stock to fund the acquisition and the additional working capital that will be
needed as a result of the purchase. The offering will be made only by means of a
prospectus included in a registration statement that has become effective under
the Securities Act.
Earlier, Newpark and Sanifill filed notification forms required under
the HSR Act, and, on May 24, 1996, the Federal trade Commission ("FTC")
requested additional information with respect to the proposed transaction, which
the parties have begun to accumulate. The waiting period will expire 20 days
after Newpark and Sanifill furnish the requested information. Consummation of
the transaction is also conditioned on the absence of any injunction against the
transaction or any pending or threatened governmental proceedings seeking to
enjoin the transaction.
If the acquisition is consummated, Newpark will purchase substantially
all of Campbell's non-landfarm assets and will assume leases associated with
five transfer stations located along the Gulf Coast and three receiving docks at
the landfarm facilities operated by Campbell, all of which are located in
Louisiana. Newpark expects to achieve cost savings by consolidating the acquired
facilities and operations with Newpark's similar facilities and operations; such
consolidation is expected to result in a restructuring charge against Newpark's
earnings of a presently undetermined amount, estimated to approximate $.25 per
share. For the year ended December 31, 1995, Campbell had revenues of
approximately $19 million from the business to be acquired by Newpark.
Upon completion of the acquisition, Newpark will assume obligations
under a NOW Disposal Agreement with Sanifill and Campbell, providing for
delivery of an agreed upon annual volume of NOW waste for disposal at Campbell's
landfarm facilities over a 25-year period. Such facilities are being retained by
Campbell. Campbell and Sanifill will also agree to refrain from competing with
the acquired business in the States of Louisiana, Texas, Mississippi and Alabama
and in the Gulf of Mexico for a limited period.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1. Asset Purchase and Lease Agreement, dated June 5, 1996, among
the
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registrant, Campbell Wells, Ltd., and Sanifill,Inc.(1)
2. NOW Disposal Agreement, dated June 4, 1996, among Sanifill,
Inc., NOW Disposal Operating Co. and Campbell Wells, Ltd.(1)
3. Copy of Press Release dated June 5, 1996.
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(1) Incorporated by reference from the registrant's Registration Statement on
Form S-3 (File No. 333-05805)
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: June 14, 1996 By /s/ Matthew W. Hardey
____________________________
Matthew W. Hardey, Vice President-
Finance and Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- --------------------------------------------------------------------------------
<C> <S> <C>
1. Asset Purchase and Lease Agreement, dated June 5, 1996,
among the registrant, Campbell Wells, Ltd., and
Sanifill, Inc.(1)
2. NOW Disposal Agreement, dated June 4, 1996, among
Sanifill, Inc., NOW Disposal Operating Co. and Campbell
Wells, Ltd.(1)
3. Copy of Press Release dated June 5, 1996. 5
</TABLE>
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(1) Incorporated by reference from the registrant's Registration Statement on
Form S-3 (File No. 333-05805)
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[LETTERHEAD OF NEWPARK RESOURCES APPEARS HERE]
NEWPARK RESOURCES TO ACQUIRE MARINE "NOW"
COLLECTION OPERATIONS OF SANIFILL SUBSIDIARY
Metairie, LA, June 5, 1996... Newpark Resources Inc. (NYSE:NR) and
Sanifill, Inc. (NYSE:FIL) today announced that they have executed definitive
agreements for the purchase by Newpark of the marine-related nonhazardous
oilfield waste ("NOW") collection operations of Campbell Wells, Ltd.
("Campbell"), a Sanifill subsidiary, for a purchase price of $70.5 million,
subject to financing and certain regulatory approvals. Newpark plans a public
offering of Common Stock to fund the acquisition and the additional working
capital that will be needed as a result of the purchase. The offering will be
made only by means of a prospectus included in a registration statement that has
become effective under the Securities Act.
Earlier, Newpark and Sanifill filed notification forms specified under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), and, on May 24, 1996, the Federal Trade Commission ("FTC") requested
additional information with respect to the proposed transaction, which the
parties have begun to accumulate. The waiting period will expire 20 days after
Newpark and Sanifill furnish the requested information. Consummation of the
transaction is also conditioned on the absence of any injunction against the
transaction or any pending or threatened governmental proceedings seeking to
enjoin the transaction.
If the acquisition is consummated, Newpark will purchase substantially
all of Campbell's non-landfarm assets and will assume leases associated with
five transfer
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stations located along the Gulf Coast and three receiving docks at the landfarm
facilities operated by Campbell, all of which are located in Louisiana. Newpark
expects to achieve cost savings by consolidating the acquired facilities and
operations with Newpark's similar facilities and operations; such consolidation
is expected to result in a restructuring charge against Newpark's earnings of a
presently undetermined amount, estimated to approximate $.25 per share. Newpark
estimates that, for the year ended December 31, 1995, Campbell had revenues of
approximately $19 million from the business to be acquired by Newpark.
Upon completion of the acquisition, Newpark will assume obligations
under a NOW Disposal Agreement with Sanifill and Campbell, providing for
delivery of an agreed-upon annual volume of NOW to Campbell's landfarms for
disposal over a twenty-five year period. Such facilities are being retained by
Campbell. Campbell and Sanifill will also agree to refrain from competing with
the acquired business in the States of Louisiana, Texas, Mississippi and Alabama
and in the Gulf of Mexico for a limited period.
Newpark Resources, Inc., and its affiliates are in the business of
providing integrated environmental and oilfield services to the oil and gas
exploration and production industry. Sanifill, Inc., and its affiliates are in
the business of collecting, treating and disposing of numerous varieties of
wastes, including municipal solid wastes, construction and demolition debris and
industrial nonhazardous wastes.
For further information contact:
Company New York
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Matthew W. Hardey Ron Hengen
Vice President of Finance R. F. Hengen, Inc.
Newpark Resources, Inc. 47 Maple Street (L-12)
Lakeway Center Summit, New Jersey 07901
3850 N. Causeway Blvd., Suite 1770 (908) 277-1311
Metairie, Louisiana 70002
(504) 838-8222
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