<PAGE>
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): NOVEMBER 20, 1997
-------------------------
NEWPARK RESOURCES, INC.
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-2960 72-1123385
-------------------------- ------------------- --------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) 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>
ITEM 5. OTHER EVENTS.
On November 20, 1997, Newpark Resources, Inc., a Delaware
corporation ("Newpark"), announced that it intends to make a private offering of
$125 million of Senior Subordinated Notes due 2007 to qualified institutional
buyers and non-U.S. persons. A copy of the press release issued by Newpark is
attached as Exhibit 20 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
20. Press Release, dated November 20, 1997.
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: November 25, 1997 By: /s/ Eric Wingerter
------------------------------
Eric Wingerter, Vice President
of Corporate Development
2
<PAGE>
[NEWPARK RESOURCES, INC. LETTERHEAD APPEARS HERE]
NEWPARK RESOURCES ANNOUNCES PRIVATE DEBT OFFERING
METAIRIE, LA, November 20, 1997...Newpark Resources, Inc. (NYSE: NR) today
announced that it intends to make a private offering of $125 million of Senior
Subordinated Notes due 2007 to qualified institutional buyers and non-U.S.
persons.
Proceeds from the offering will be used to repay all of the Company's
outstanding bank indebtedness, to fund capital expenditures, and for general
corporate purposes, including working capital.
The Senior Subordinated Notes to be issued by Newpark Resources, Inc. have not
been registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent such registration or an applicable
exemption from the registration requirements.
Newpark Resources, Inc. provides integrated fluids management, environmental and
oilfield services to the oil and gas exploration and production industry.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the Senior Subordinated Notes
referenced above in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
For further information contact:
Company New York
------- --------
Matthes W. Hardey Ron Hengen
Vice President of Finance R.F. Hengen, Inc.
Newpark Resources, Inc. 253 Southgate Road
3850 N. Causeway, Suite 1770 Murray Hill, New Jersey 07974
Metairie, Louisiana 70002 (908) 508-9000
(504) 838-8222
