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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 (Date of earliest event reported): July 14, 1997
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ERC Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-14439 76-0382879
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(Commission File Number) (IRS Employer Identification No.)
15835 Park Ten Place, Suite 115, Houston, Texas 77084
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 398-8901
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. Other.
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On July 14, 1997, ERC Industries, Inc., a Delaware corporation (the
"Company"), acquired 100% of the issued and outstanding capital stock of Church
Oil Tools, Inc. ("Church").
Church is a Houston, Texas-based manufacturer serving the drilling
equipment market. Church sells blow out preventers, high pressure valves and
specialized engineering services. Its customers include drilling contractors,
rental tool companies and other related oilfield service companies. The Company
plans to continue to operate Church in substantially the same manner as it was
operated prior to the acquisition, and the principal stockholders of Church, Dan
and Rick Church, entered into employment agreements with the Company in
connection with the transaction. Church's business will be conducted through a
new business unit of the Company to be called Wood Group Drilling Products.
In connection with the transaction, the Company paid the Church
stockholders a purchase price consisting of $1,000,000 in cash and $4,000,000 in
promissory notes bearing interest at 8% per annum until maturity in July 2001.
In addition, the Company agreed to pay the stockholders up to an additional
$1,000,000 in the event that Church's earnings exceed certain thresholds during
1999 and 2000. The source of the funds for the purchase was cash on hand. The
Company intends to account for the transaction as a purchase.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ERC Industries, Inc.
By: /s/ James E. Klima
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James E. Klima
Vice President and Chief Financial Officer
Date: July 30, 1997
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