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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 COMMISSION FILE NO. 1-2960
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 72-1123385
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3850 N. CAUSEWAY, SUITE 1770 70002
METAIRIE, LOUISIANA (Zip Code)
(Address of principal executive offices)
(504) 838-8222
(Registrant's telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $.01 par value New York Stock Exchange
8-5/8% Senior Subordinated Notes due 2007, Series B New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulations S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
At March 26, 1998, the aggregate market value of the voting stock held
by non-affiliates of the registrant was $1,191,687,350. The aggregate market
value has been computed by reference to the closing sales price on such date,
as reported by The New York Stock Exchange.
As of March 26, 1998, a total of 64,780,194 shares of Common Stock, $.01
par value per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Pursuant to General Instruction G(3) to this form, the information
required by Part III (Items 10, 11, 12, and 13 hereof) is incorporated by
reference from the registrant's definitive Proxy Statement for its Annual
Meeting of Stockholders scheduled to be held on May 13, 1998.
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ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
MARKET INFORMATION
Newpark's common stock is traded on the New York Stock Exchange under the
symbol "NR".
The following table sets forth the range of the high and low sales price
for the periods indicated.
<TABLE>
<CAPTION>
PERIOD HIGH LOW
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<S> <C> <C>
1996:
First Quarter ................................ $7.469 $4.906
Second Quarter ............................... $9.469 $7.188
Third Quarter ................................ $9.750 $7.750
Fourth Quarter ............................... $9.563 $8.094
1997:
First Quarter ................................ $12.375 $9.188
Second Quarter ............................... $16.875 $9.875
Third Quarter ................................ $20.000 $14.250
Fourth Quarter ............................... $22.500 $14.750
</TABLE>
At December 31, 1997, the Company had 3,890 stockholders of record.
Newpark affected a two-for-one split of its common stock as of June 20,
1997 to stockholders of record on May 30, 1997. Newpark paid a 100% stock
dividend on its common stock on November 30, 1997, to stockholders of record on
November 14, 1997. Newpark does not intend to pay any cash dividends in the
foreseeable future, and the Board of Directors currently intends to retain
earnings for use in Newpark's business. In addition, Newpark's credit facility
and the Indenture relating to its outstanding Senior Subordinated Notes
contain covenants limiting the payment of dividends on the common stock.
SALES OF UNREGISTERED SECURITIES
During the year ended December 31, 1997, Newpark issued an aggregate of
4,690,000 shares of its common stock without registration under the Securities
Act of 1933, as amended (the "Securities Act"). These shares were issued in
connection with the acquisition of ten companies by Newpark, which transactions
are described below.
On February 28, 1997, Newpark acquired Sampey Bilbo Meschi Drilling Fluids
Management, Inc., a Texas corporation ("SBM"), by the merger of a wholly-owned
subsidiary of Newpark into SBM. In the merger, the nine former stockholders of
SBM exchanged all of the outstanding capital stock of SBM for an aggregate of
2,328,000 shares of Newpark common stock. In July 1997, Newpark changed the
name of SBM to Newpark Drilling Fluids, Inc.
On May 28, 1997, Newpark acquired Excalibar Minerals, Inc., a Texas
corporation ("Excalibar"). In the acquisition, the two former stockholders of
Excalibar exchanged all of the
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issued and outstanding shares of capital stock of Excalibar for an aggregate
of 666,668 shares of Newpark common stock, with Excalibar becoming a
wholly-owned subsidiary of Newpark.
On May 28, 1997, Newpark acquired Supreme Contractors, Inc., a Louisiana
corporation ("Contractors"), and its related company, Supreme Contractors
International, Inc., a Delaware corporation ("International"). The same three
persons were the stockholders of both Contractors and International. In the
acquisition, all of the issued and outstanding shares of capital stock of
Contractors and International were exchanged for an aggregate of 488,888 shares
of Newpark common stock, with Contractors and International becoming
wholly-owned subsidiaries of Newpark.
On June 3, 1997, Newpark acquired Chemical Technologies, Inc., a Texas
corporation ("CTI") with three stockholders. In the acquisition, all of the
issued and outstanding shares of capital stock of CTI were exchanged for an
aggregate of 373,332 shares of Newpark common stock, with CTI becoming a
wholly-owned subsidiary of Newpark.
On June 3, 1997, Newpark acquired FMI Wholesale Drilling Fluids, U.S.A.,
L.P., a Texas limited partnership ("FMI") with one general partner and three
limited partners. In the acquisition, all of the partnership interests in FMI
were exchanged for an aggregate of 71,112 shares of Newpark common stock, with
FMI continuing as a wholly-owned subsidiary of Newpark.
On July 24, 1997, Newpark acquired Smithey, Inc., a Texas corporation in
which C.M. Smithey was the sole stockholder. In the acquisition, Smithey, Inc.
was merged with and into Newpark Drilling Fluids, Inc., and all of the issued
and outstanding shares of capital stock of Smithey, Inc. were converted into an
aggregate of 140,000 shares of Newpark common stock.
On July 24, 1997, Newpark acquired Advanced Chemical Technologies, Inc. a
Texas corporation ("ACT") with two stockholders. In the acquisition, ACT was
merged with and into Newpark Drilling Fluids, Inc., and all of the issued and
outstanding shares of capital stock of ACT were converted into an aggregate of
120,000 shares of Newpark common stock.
On July 24, 1997, Newpark acquired Bockmon Construction Company, Inc., a
Texas corporation ("Bockmon"), and its related company, Bockmon Construction of
Louisiana, Inc., a Texas corporation ("Bockmon Louisiana"). Two individuals and
their father were the sole stockholders of Bockmon, while the two individuals
alone were the sole stockholders of Bockmon Louisiana. In the acquisition, all
of the issued and outstanding shares of capital stock of Bockmon and Bockmon
Louisiana were exchanged for an aggregate of 502,000 shares of Newpark common
stock, with Bockmon and Bockmon Louisiana becoming wholly-owned subsidiaries of
Newpark.
None of the foregoing transactions was accomplished by any form of general
solicitation or general advertisement, and Newpark provided each acquiring
party with the information required by Rule 502(b) of Regulation D under the
Securities Act. Each acquiring party also agreed that the shares of common
stock acquired will be held for investment purposes and that the representative
certificates may bear restrictive legends indicating that the securities may
not be freely transferred. In each transaction, Newpark had reasonable grounds
to believe that each purchaser, either alone or together with such person's
purchaser representative, was capable of evaluating the merits and risks of the
investment and acquired the common stock for investment purposes only.
Accordingly, Newpark believes that the foregoing transactions
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were exempt from the registration provisions of the Act pursuant to the
exemption provided by Rule 506 of Regulation D, by reason of such transaction
being by an issuer and not involving any public offering within the meaning of
Section 4(2) of the Securities Act.
On December 17, 1997, Newpark sold $125,000,000 aggregate principal amount
of 8-5/8% Senior Subordinated Notes due 2007, Series A (the "Series A Notes"),
in a private placement in compliance with Rule 144A under the Securities Act.
The Series A Notes were initially sold to Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Deutsche Morgan Grenfell Inc, and Salomon Brothers Inc.
(collectively, the "Initial Purchasers"), at a price of $975.00 per $1,000
principal amount of Series A Notes. The Series A Notes were then resold by the
Initial Purchasers, at a price of $1,000 per $1,000 principal amount of Series A
Notes, in transactions not requiring registration under the Securities Act, with
(a) $124,880,000 principal amount of the Series A Notes being sold to "Qualified
Institutional Buyers" in compliance with Rule 144A under the Securities Act and
(b) $120,000 principal amount of the Series A Notes being sold outside the
United States to a non-U.S. person in an offshore transaction meeting the
requirements of Rule 903 of Regulation S under the Securities Act. On April 1,
1998, all of the outstanding Series A Notes were exchanged for a like amount of
8-5/8% Senior Subordinated Notes due 2007, Series B, which were registered under
the Securities Act.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: June 5, 1998 NEWPARK RESOURCES, INC.
By: /s/ James D. Cole
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James D. Cole, Chairman of the Board,
President and Chief Executive Officer
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