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): April 16, 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.)
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Address of principal executive offices
Registrant's telephone number, including area code: (409) 245-2424
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On April 16, 1999, Evans Systems, Inc. (the "Company") issued
a press release announcing the termination of negotiations 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 April 16,
1999.
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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.
EVANS SYSTEMS, INC.
Dated: April 21, 1999 By: /s/ Richard A. Goeggel
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Name: Richard A. Goeggel
Title: Chief Financial Officer
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Exhibit 99.1
Evans Systems, Inc. and Duke and Long Distributing Company, Inc.
Terminate Proposed Merger
Bay City, TX--April 16, 1999--Evans Systems, Inc. (NASDAQ: EVSI) today announced
the termination of its proposed merger with Duke and Long Distributing Company,
Inc. of Paducah, KY. The merger was terminated as a result of the parties
inability to agree on certain terms of a definitive purchase agreement and
complications in attempting to treat the transaction as a "pooling of interests"
for accounting purposes.
J.L. Evans, Sr., Chairman and CEO of Evans Systems, Inc., stated "While we are
very disappointed that this transaction will not be consummated, it was
determined it would not be in the best economic interest of both our businesses
and shareholders to proceed. During this process, however, we identified
specific areas of cost savings, which will accelerate the restructuring of Evans
Systems. Thus, we are positive that our original plans to rebuild our core
businesses and form strategic alliances will be successful, which includes
today's announced agreement with A-Free-Gift.com."
Evans Systems, Inc's. Key business segments include: 26 Convenience Stores
outlets in south Texas; Petroleum Marketing, a distributor of petroleum
products; and EDCO Environmental, Inc. which provides environmental soil
remediation services.
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.
Contact:
Evans Systems, Inc.
J.L. "Jerry" Evans, Jr., 409/ 245-2424
or
Dresner Corporate Services, Inc.
Spencer Maus, 409/726-3200, ext. 205
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