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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report: November 13,1996
(Date of earliest event reported: October 31, 1996)
MOBLEY ENVIRONMENTAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19497 75-2242963
(State or other jurisdiction (Commission File (I.R.S. Employer
of Incorporation of organization) Number) Identification No.)
4415 E. GREENWOOD
BAYTOWN, TEXAS 77520
(Address of registrant's
principal executive offices)
(713) 383-7033
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On October 31, 1996, Mobley Environmental Services, Inc. (the "Company")
announced that it had signed a letter of intent to sell its hydrocarbon
recycling and related oil-water processing service assets to United States
Filter Corporation ("U.S. Filter"), one of the world's largest water and
wastewater products and services companies. The asset sale includes the
Company's service terminals, related fleet and equipment, an oil filter
recycling facility and four processing plants for the recycling of oil-water
mixtures and used oil. These assets are expected to generate approximately
$17 million in 1996 revenues. The Company will receive $8 million in shares
of U.S. Filter common stock and an opportunity to earn additional shares
based on performance. Completion of the sale is subject to negotiation and
signing of a definitive acquisition agreement, which is expected to contain
standard conditions to closing, including board approval and due diligence.
In connection with the sale of assets to U.S. Filter, it is anticipated
that Michael M. Stark, a director of the Company and its President and Chief
Executive Officer, will become an officer and employee of U.S. Filter upon
consummation of the transaction. In order to avoid any potential conflict of
interest which might result from such situation, Mr. Stark refrained from
voting on the transaction and resigned his position as director with the
Company effective November 8, 1996.
On November 4, 1996, the Company announced that its subsidiary, Mobley
Company ("Mobley"), had signed a letter of intent to sell its oilfield
services assets to Dawson Production Services, Inc. ("Dawson"), a San
Antonio-based diversified energy services company. Mobley's East Texas-based
oilfield services company provides services for managing liquids used or
produced during the lifecycle of oil and gas wells. The proposed transaction
includes the sale of Mobley's service terminal in Kilgore, Texas, related
fleet and equipment, and three saltwater disposal wells. Under the terms of
the letter of intent, Mobley will receive $5 million in cash and a
subordinated note for $500,000. Completion of the sale is subject to
negotiation and signing of a definitive agreement which is expected to
contain standard conditions to closing, including board approval and due
diligence.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
7(c) EXHIBITS.
Exhibit 99(a): Press release dated October 31, 1996 announcing
sale of hydrocarbon recycling and related
oil-water processing service assets to U.S. Filter
Corporation
Exhibit 99(b): Press release dated November 4, 1996 announcing
sale of oilfield services assets to Dawson
Production Services, Inc.
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SIGNATURES
Pursuant to the requirement 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: November 13, 1996 MOBLEY ENVIRONMENTAL SERVICES, INC.
By: /s/ W. Christopher Chisholm
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W. Christopher Chisholm, Vice
President and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99(a) Press release dated October 31, 1996 announcing sale of hydrocarbon
recycling and related oil-water processing service assets to
U.S. Filter Corporation
99(b) Presss release dated November 4, 1996 announcing sale of oilfield
services assets to Dawson Production Services, Inc.
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EXHIBIT 99(a)
MOBLEY ENVIRONMENTAL SERVICES INC./NEWS
FOR IMMEDIATE RELEASE:
Mobley Environmental Services Contacts
W. Christopher Chisholm, Chief Financial Officer
or Scott Edwards, Marketing Manager
713/383-7033
MOBLEY TO SELL ENVIRONMENTAL ASSETS
HOUSTON, October 31, 1996 -- Mobley Environmental Services, Inc.
announced today that it has signed a letter of intent to sell the Company's
hydrocarbon recycling and related oil-water processing service assets to
United States Filter Corporation (NYSE: USF), one of the world's largest
water and wastewater products and services companies.
Mobley Environmental Services is a Texas-based recycling company that
specializes in the collection, treatment, recycling and management of a wide
range of non-hazardous oil-water mixtures, used oil filters and related
materials.
The asset acquisition includes the purchase of Mobley's service
terminals, related fleet and equipment, an oil filter recycling facility and
four processing plants that recycle oil-water mixtures, as well as used oil
and oil filters. These assets are expected to generate approximately $17
million in 1996 revenues.
Mobley will receive $8.0 million in shares of U.S. Filter common stock
and an opportunity to earn additional shares based on performance.
Completion of the sale is subject to negotiation and signing of a
definitive acquisition agreement, which is expected to contain standard
conditions to closing, including board approval and due diligence.
Mobley is evaluating various alternatives for its oilfield services
business based in East Texas.
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EXHIBIT 99(b)
MOBLEY ENVIRONMENTAL SERVICES INC./NEWS
FOR IMMEDIATE RELEASE
W. Christopher Chisholm, Chief Financial Officer
Scott Edwards, Marketing Manager
713/383-7033
DAWSON TO ACQUIRE MOBLEY'S OILFIELD SERVICES ASSETS
HOUSTON, Nov. 4, 1996 -- Mobley Environmental Services, Inc. announced
today that its subsidiary, Mobley Company, has signed a letter of intent to
sell its oilfield services assets to Dawson Production Services, Inc.
(NASDAQ/NM:DPSI), a San Antonio-based diversified energy services company.
Mobley's East Texas-based oilfield services company provides services for
managing liquids used or produced during the lifecycle of oil and gas wells.
The asset acquisition includes the purchase of Mobley's service terminal in
Kilgore, Texas, related fleet and equipment, and three saltwater disposal
wells.
Under the terms of the letter of intent, Mobley will receive $5.0 million
in cash and a subordinated note for $500,000. Completion of the sale is
subject to negotiation and signing of a definitive agreement, which is
expected to contain standard conditions to closing, including board approval
and due diligence.
