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
Date of Report (Date of earliest event reported): March 3, 1999
Evans Systems, Inc.
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(Exact name of registrant as specified in its charter)
Texas 0-21956 74-1613155
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
720 Avenue F North, Bay City, Texas 77414
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Address of principal executive offices
Registrant's telephone number, including area code: (409) 245-2424
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N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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On March 3, 1999, Evans Systems, Inc. (the "Company") issued a
press release relating to a proposed merger between the Company and Duke & Long
Distributing Company, Inc. Reference is made to the press release, which is
attached to this Current Report as Exhibit 99.1 and is incorporated herein by
reference.
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Exhibit No. Exhibits
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99.1 Press Release of Evans Systems, Inc. dated March 3, 1999.
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SIGNATURE
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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.
EVANS SYSTEMS, INC.
Dated: March 10, 1999 By: /s/ Richard A. Goeggel
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Name: Richard A. Goeggel
Title: Vice President and
Chief Financial Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Evans Systems, Inc. Reaches Agreement
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To Merge with Duke and Long Distributing Company, Inc.
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Bay City, TX--March 3rd 1999--Evans Systems, Inc. (NASDAQ: EVSI) today announced
that it has reached agreement in principle to enter into a merger transaction
with Duke and Long Distributing Company, Inc. of Paducah, KY. Jefferies & Co.
has been retained by the Board of Directors of Evans Systems as financial
advisor to the transaction. The terms of the transaction anticipate that the
current shareholders of Duke and Long will receive 75% of the stock of the
merged entity.
Following consummation of the merger, Randy Long, CEO and President of Duke and
Long will become President and Chief Executive Officer of the combined company.
The combined company will own and operate 145 convenience stores in Kentucky,
Missouri, Alabama, Ohio, Illinois, Kansas, Texas and Louisiana. The combined
company will also supply 188 independently operated convenience stores in its
combined market area. Evans Systems, Inc. currently operates 26 convenience
stores in South Texas and Louisiana and supplies petroleum products to 93
independently operated convenience stores.
J.L. Evans, Sr., Chairman and CEO of Evans Systems, Inc., stated "The proposed
combination of Evans Systems and Duke and Long creates a tremendous opportunity
for our shareholders and employees. Duke and Long has been aggressive in their
acquisition strategy and has completed 8 transactions over the past 20 months,
the most recent being a 54 store acquisition. These acquisitions and the
proposed merger will position the combined Company to continue with its strategy
and become a major force in the convenience store industry."
Randy Long, CEO and President of Duke and Long Distributing Company, Inc., added
"Evans Systems gives us a key stronghold in our expansion efforts in the
Southwest and Texas. J.L. Evans, Sr. and Evans Systems have built an excellent
reputation throughout Texas. I strongly feel that the merger of our business
with Evans Systems will enhance our continued efforts at the consolidation of
the regional convenience store industry."
The transaction is subject to the signing of a definitive merger agreement, the
expiration of applicable waiting periods under The Hart-Scott-Rodino Antitrust
Improvement Act, the receipt by Evans Systems of a fairness opinion, the
clearance by the Securities and Exchange Commission of proxy materials for a
meeting of shareholders of Evans Systems and the approval of the transaction by
the shareholders of Evans Systems. Evans Systems' shareholders will also vote to
increase the authorized shares from 15 million to 100 million shares. Evans
Systems plans to hold a shareholder meeting to vote on both the merger and the
increase in authorized shares at the earliest opportunity. Subject to the
satisfaction of Nasdaqs' applicable listing requirements, the merged company
plans to continue trading on Nasdaq under the symbol "EVSI."
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This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created hereby. Statements in this release that are
not strictly historical are "forward looking" statements which are subject to
risk and uncertainty. Investors are cautioned that all "forward-looking"
statements contained herein may not be reasonable and assumptions could be
inaccurate, and should not be construed, considered or assumed as guarantees.
The inclusion of such information should not be regarded as a representation or
guarantee, by the Company, or any other person, that the objectives and plans,
stated herein, will be achieved. Unknown factors could cause actual results to
differ as well as other risks detailed in the company's reports filed with the
Securities and Exchange Commission, including its 10K and 10Q filings.
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