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): December 4, 2000
MAVERICK TUBE CORPORATION
(Exact Name of Registrant as Specified in it Charter)
Delaware 1-10651 43-1455766
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
16401 Swingley Ridge Road, Suite700, Chesterfield, Missouri 63017
(Address of Principal Executive Offices) (Zip Code)
(636) 733-1600
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Net sales and net income of Maverick Tube Corporation (the "Registrant") for the
period which commenced October 1, 2000 and ended October 31, 2000, were $55.6
million and $3.2 million, respectively. On September 22, 2000, the Registrant
completed its business combination with Prudential Steel Ltd. ("Prudential")
pursuant to a plan of arrangement implemented by means of a share for share
exchange. Such transaction has been accounted for as a pooling of interests. The
net sales and net income amounts set forth above include more than 30 days of
combined operations of the Registrant and Prudential. This information is
reported for purposes of complying with the Securities and Exchange Commission's
Accounting Series Release 135. This information includes operations from part of
the fourth quarter of the Registrant's fiscal year ending December 31, 2000 and
is not necessarily indicative of the results of operation of the Registrant for
the 3-month or 12-month periods ending December 31, 2000.
On December 4, 2000, the Company announced the resignation of Barry R. Pearl,
Vice President and Chief Financial Officer. The Company has not yet announced
the appointment of Mr. Pearl's successor.
As previously reported on Form 8-K filed on September 25, 2000, on June 11,
2000, the Reistrant and Prudential entered into a definitive Combination
Agreement providing for the combination of Prudential with the Registrant. The
transaction was completed on September 22, 2000. The Registrant is filing
herewith certain financial information, including restated audited consolidated
financial statements of the Registrant for the years ended September 30, 1999,
1998 and 1997, together with the related Management's Discussion and Analysis of
Financial Condition and Results of Operations of the Registrant, which are being
filed as Exhibit 99 to this Form 8-K and are incorporated herein by reference.
Also incorporated herein by reference is the independent accountant's report
filed as part of Exhibit 99.
The supplemental consolidated financial statements give retroactive effect to
the merger of the Registrant and Prudential on September 22, 2000, which has
been accounted for using the pooling of interest method as described in these
supplemental consolidated financial statements. Accordingly, the Company has
restated the consolidated financial statements and all financial information to
reflect the combined operations, financial position and cash flows of both
companies.
Pursuant to Rule 11-02(c) of Regulation S-X, the filing of restated audited
financial information as Exhibit 99 to this Form 8-K eliminates the requirement
to include pro forma financial information in Item 7 in an amendment to the
Company's Form 8-K filed on September 25, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The (i) consolidated audited balance sheet of Prudential Steel Ltd. as at
December 31, 1999 and 1998 and (ii) the consolidated statements of income and
retained earnings and cash flows for each of the years in the three year period
ended December 31, 1999 are incorporated by reference to the audited financial
statements of Prudential Steel Ltd. attached hereto as Exhibit 20.1.
(b) Pro Forma Financial Information
Not Applicable.
(c) Exhibits
Exhibits Description
20.1 Financial Statements of Prudential Steel Ltd as of December 31,
1999 and 1998 and for each of the three years ended December
31, 1999, 1998 and 1997.
23.1 Consent of Ernst & Young
27 Financial Data Schedule
99 Restated financial information as of December 31, 1999 and 1998
and for each of the fiscal years ended December 31, 1999, 1998
and 1997.
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Signature
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.
Dated: December 5, 2000
MAVERICK TUBE CORPORATION
By: /s/ Pamela G. Boone
Pamela G. Boone
Acting Chief Financial Officer
