-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AERNrrVRDEc9WBdV3zB1E5d1AQu69b3Y+l5lsThNOy0/LpH0KAvClrxui0iMgNpk sxm16gFJiHzwfHxmduc6Aw== 0000950129-97-005015.txt : 20000202 0000950129-97-005015.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950129-97-005015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971120 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971124 DATE AS OF CHANGE: 20000114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EVI INC CENTRAL INDEX KEY: 0000032908 STANDARD INDUSTRIAL CLASSIFICATION: 3533 IRS NUMBER: 042515019 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13086 FILM NUMBER: 97726924 BUSINESS ADDRESS: STREET 1: 5 POST OAK PARK STREET 2: STE 1760 CITY: HOUSTON STATE: TX ZIP: 77027-3415 BUSINESS PHONE: 7132978428 MAIL ADDRESS: STREET 1: 5 POST OAK PARK STREET 2: STE 1760 CITY: HOUSTON STATE: TX ZIP: 77027-3415 FORMER COMPANY: FORMER CONFORMED NAME: EVI WEATHERFORD INC DATE OF NAME CHANGE: 19980528 FORMER COMPANY: FORMER CONFORMED NAME: EVI INC DATE OF NAME CHANGE: 19980226 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY VENTURES INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 EVI, INC. DATED 11/20/97 1 ================================================================================ UNITED STATES 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): NOVEMBER 24, 1997 EVI, INC. (Exact name of registrant as specified in charter) DELAWARE 1-13086 04-2515019 (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
5 POST OAK PARK, SUITE 1760, HOUSTON, TEXAS 77027-3415 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 297-8400 ================================================================================ Page 1 Exhibit Index Appears on Page 4 2 ITEM 5. OTHER EVENTS. On November 19, 1997, EVI, Inc. (the "Company") entered into an agreement with Taro Industries Limited, an Alberta corporation ("Taro"), under which a Canadian subsidiary of the Company will be amalgamated with Taro pursuant to a judicially approved plan of arrangement (the "Plan of Arrangement"). Under the Plan of Arrangement, approximately 765,000 shares of the Company's common stock, $1.00 par value, will be issued to the shareholders of Taro in exchange for their shares of Taro stock. Taro manufactures and sells through its Starburst Division memory probes and optimizers, including both hardware and software. These products are critical to providing well automation for artificial lift. Other segments of Taro compete in the areas of gas compression and drilling equipment distribution. Taro had sales for the nine months ended September 30, 1997, of approximately $40 million. Taro is headquartered in Calgary, Alberta and its common shares are listed on the Toronto Stock Exchange. The Company's acquisition of Taro is subject to various conditions, including approval of the Plan of Arrangement by the Court of Queen's Bench of Alberta and the approval of the Plan of Arrangement by the Taro shareholders. Although there can be no assurance that the Plan of Arrangement will close, the Company currently anticipates that the acquisition will be consummated in the first quarter of 1998. A copy of the press release announcing the signing of the Taro Agreement is filed as Exhibit 99.1 and is hereby incorporated herein by reference. Statements made herein that are forward-looking in nature are intended to be "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. Although the Company believes that the expectations described herein are reasonable, the actual results could differ materially from those currently anticipated. Factors that could cause results to differ materially include changes in industry conditions and demand for oil and gas, changes in the market for artificial lift systems and progressing cavity pumps and delays in the ability of the Company to fully integrate the operations of Taro with the Company's existing operations. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 - Press Release of the Company dated November 19, 1997, announcing the signing of the Taro Agreement. Page 2 3 SIGNATURES 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. EVI, INC. Dated: November 24, 1997 /s/ Frances R. Powell --------------------------------- Frances R. Powell Vice President, Accounting and Controller Page 3 4 INDEX TO EXHIBITS Number Exhibit ------ ------- 99.1 Press Release of the Company dated November 19, 1997, announcing the signing of the Taro Agreement. Page 4
EX-99.1 2 PRESS RELEASE OF COMPANY DATED 11/19/97 1 EXHIBIT 99.1 EVI AGREES TO ACQUIRE TARO FOR $32 MILLION November 19, 1997, Houston, Texas - EVI, Inc. (NYSE-EVI) today announced it has signed a definitive agreement to acquire Taro Industries Limited (Toronto-TIN). The terms of the agreement call for EVI to exchange .123 shares of EVI common stock for each share of Taro outstanding. The total shares of EVI common stock to be issued in the transaction is approximately 765,000. With $10 million in net cash on the Taro balance sheet, the current cost of the transaction is approximately $32 million. Taro, with headquarters in Calgary, Alberta, had sales for the nine months ended September 30, 1997 of approximately $40 million. Through its Starburst division, Taro has developed significant expertise in the areas of memory probes and optimizers, both hardware and software. These products are critical to providing well automation for artificial lift. Coupled with its previous acquisition of McAllister Petroleum Services and its own Northlander line of variable speed drives, the Company believes that the acquisition of Taro will greatly enhance its ability to successfully market an "intelligent" artificial lift system and more particularly an automated progressing cavity pump. Other segments of Taro compete in the areas of gas compression and drilling equipment distribution. The acquisition of Taro is subject to various conditions including the approval of the Taro shareholders. The acquisition is expected to close in January 1998. EVI is an international manufacturer of engineered oilfield products. The Company manufactures drilling tools, premium tubulars, marine connectors and production equipment. Contact: James G. Kiley Vice President and Chief Financial Officer (713)297-8400
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