SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
|X| Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1998
or
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___________ to _______________
Commission File No. 0-18335
TETRA Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 74-2148293
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25025 I-45 North
The Woodlands, Texas 77380
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(Registrant's Telephone Number, Including Area Code): (281) 367-1983
Securities Registered Pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01 per share New York Stock Exchange
(Title of class) (Name of Exchange on Which Registered)
Rights to purchase Series One New York Stock Exchange
Junior Participating Preferred Stock (Name of Exchange on Which Registered)
(Title of Class)
Securities Registered Pursuant to Section 12(g) of the Act: NONE
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 Regulation 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|
The aggregate market value of the common stock of TETRA Technologies, Inc.
held by non-affiliates (based upon the March 8, 1999 closing sale price as
reported by the New York Stock Exchange) ($6.69 per share) was approximately
$90,444,000. For purposes of the preceding sentence only, all directors,
executive officers and beneficial owners of 10% or more of the common stock are
assumed to be "affiliates".
Number of shares outstanding of each of the issuer's classes of common
stock, as of March 12, 1999 was 13,520,968 shares.
Part III information is incorporated by reference from the proxy statement
for the annual meeting of stockholders to be held May 17, 1999.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) List of documents filed as part of this Report
1. Financial Statements of the Company
PAGE
Report of Independent Auditors F-1
Consolidated Balance Sheets at December 31, 1998, 1997 and 1996 F-2
Consolidated Statements of Operations for the years F-4
ended December 31, 1998, 1997, and 1996
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1998, 1997, and 1996 F-5
Consolidated Statements of Cash Flows for the years
ended December 31, 1998, 1997, and 1996 F-6
Notes to Consolidated Financial Statements F-8
2. Financial Statement Schedule
SCHEDULE DESCRIPTION PAGE
VIII Valuation and Qualifying Accounts S-1
All other schedules are omitted as they are not required, or are not
applicable, or the required information is included in the financial
statements or notes thereto.
3. List of Exhibits
3.1 Restated Certificate of Incorporation (filed as an exhibit
to the Company's Registration Statement on Form S-1
(33-33586) and incorporated herein by reference).
3.2 Bylaws, as amended (filed as an exhibit to the Company's
Registration Statement on Form S-1 (33-33586) and
incorporated herein by reference).
10.1 TETRA Technologies, Inc. 1990 Stock Option Plan (filed as an
exhibit to the Company's Registration Statement on Form S-1
(33-33586) and incorporated herein by reference).
10.2 TETRA Technologies, Inc. 401(K) Retirement Plan (effective
November 1, 1990) (filed as an exhibit to the Company's
Registration Statement on Form S-1 (33-39154) and
incorporated herein by reference).
10.3 Long-term Supply Agreement with Bromine Compounds Ltd.
(filed as an exhibit to the Company's Form 10-K for the year
ended December 31, 1996 and incorporated herein by
reference; certain portions of this exhibit have been
omitted pursuant to a confidential treatment request filed
with the Securities and Exchange Commission).
10.4 Agreement dated November 28, 1994 between Olin Corporation
and TETRA-Chlor, Inc. Certain portions of this exhibit have
been omitted pursuant to a confidential treatment request
filed with the Securities and exchange Commission (filed as
an exhibit to the Company's Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference).
10.5 Employment Agreement dated April 1, 1996 with Allen T.
McInnes (filed as an exhibit to the Company's Form 10-Q for
the three months ended June 30, 1996 and incorporated herein
by reference).
10.6 Credit Agreement, dated April 10, 1997, with Nationsbank of
Texas, N.A. (filed as an exhibit to the Company's Form 10-Q
for the three months ended June 30, 1997 and incorporated
herein by reference).
<PAGE>
10.7 Sales Agreement with Albemarle Corporation. Certain portions
of this exhibit have been omitted pursuant to a confidential
treatment request filed with the Securities and Exchange
Commission.
21 Subsidiaries of the Company.
23 Consent of Ernst & Young, LLP
(b) Reports on Form 8-K: A current report on Form 8-K was filed on October 28,
1998 in connection with the Company's adoption of a Rights Agreement.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, TETRA Technologies, Inc. has duly caused this report to be
signed in its behalf by the undersigned, thereunto duly authorized.
Date: April 1, 1999 BY:/s/ ALLEN T. MCINNES
NAME: ALLEN T. MCINNES
TITLE: PRESIDENT AND CEO
