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): April 8, 1997
LAYNE CHRISTENSEN COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-20578 48-0920712
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1900 Shawnee Mission Parkway, Mission Woods, Kansas 66205
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(913) 362-0510
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ITEM 5. OTHER EVENTS.
Layne Christensen Company (the "Company") issued a
press release on April 8, 1997, a copy of which is attached
hereto as Exhibit 99 and is incorporated herein by reference,
announcing that the Company has made a tender offer for all of
the outstanding capital stock of Stanley Mining Services Limited,
a publicly traded Australian company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following Exhibits are filed with this
report:
Exhibit No. Description
99 Press Release, issued April 8, 1997.
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 thereunto duly
authorized.
LAYNE CHRISTENSEN COMPANY
By: /s/ Andrew B. Schmitt
Andrew B. Schmitt
President and Chief Executive
Officer
Dated: April 8, 1997.
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INDEX TO EXHIBITS
Exhibit No. Description Page
99 Press Release, issued April 8, 1997. 4
EXHIBIT 99
NEWS RELEASE
Contact: Layne Christensen Company
Jerry W. Fanska, CFO
(913) 677-6858
Mission Woods, KS - April 8, 1997 - Layne Christensen Company
(NASDAQ/NMS: LAYN) announced today it has made a tender offer for
all of the outstanding capital stock of Stanley Mining Services
Limited ("Stanley"), a publicly traded Australian company. The
all cash offer is valued at approximately A$66.7 million (US$52.0
million), or A$.95 per share for the approximately 70.2 million
shares of Stanley's capital stock issued and outstanding. The
consummation of the transaction is conditioned upon acceptance
being received in respect of at least 90% of the issued shares in
Stanley and approval of the Australian Foreign Investment Board.
Stanley is a leading international mineral exploration drilling
company whose primary areas of activity are Australia and West
Africa. In November 1996, Stanley announced it had purchased 51%
of Glindemann & Kitching Pty Ltd. ("G&K"), the premier reverse
circulation exploration drilling company in West Australia. The
terms of the acquisition agreement provide for Stanley to acquire
the remaining 49% of G&K on June 30, 1997. Stanley's recently
published forecast for the combined entity for the fiscal year
ending June 30, 1998, indicates revenues of A$82.5 million
(US$64.4 million) with after tax operating profit of A$8.1
million (US$6.3 million). Layne Christensen has secured
financing for the acquisition in the form of a $125 million
senior secured credit facility.
Andrew B. Schmitt, President and CEO of Layne Christensen stated,
"Stanley and G&K provide the resources to rapidly expand our
mineral exploration business in Australia, Asia and Africa. Both
companies are highly regarded in the industry for their service
and technical capabilities and, most importantly, their people.
We are excited about the prospects and opportunities this
organization brings to Layne Christensen."
Layne Christensen Company is a provider of water well drilling,
well and pump repair and maintenance, mineral exploration
drilling and environmental drilling services. The Company also
manufactures and markets a wide range of equipment used by
drilling contractors involved in mineral exploration, mine
development and pre-construction analysis.
