-----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, BG8L5QUOctlPkpTzCMLLCjGYMWzS6NdH19pcNQuOmW94Cy9PqSUM/yZCl2tnEqAJ YRCoZ7Hj2zaKNUqF/XL8DQ== 0000950129-97-005133.txt : 20000202 0000950129-97-005133.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950129-97-005133 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971202 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971205 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: 97733457 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 12/02/97 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): DECEMBER 2, 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 5 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. TRICO ACQUISITION On December 2, 1997, EVI, Inc., a Delaware corporation (the "Company"), completed the acquisition (the "Trico Acquisition") from PACCAR Inc, a Delaware corporation ("PACCAR"), of all of the capital stock of Trico Industries, Inc., a California corporation ("Trico"), pursuant to a Stock Purchase Agreement dated as of October 9, 1997 (the "Trico Agreement"). Under the terms of the Trico Agreement, the Company acquired Trico in exchange for $105 million in cash and the assumption of certain liabilities, subject to certain adjustments. The purchase price was determined through negotiations with PACCAR. Trico is a Texas-based manufacturer and distributor of sub-surface reciprocating pumps, sucker rods, accessories and hydraulic lift systems. The Company intends to continue to operate the business of Trico and integrate Trico's operations with those of the Company's EVI Oil Tools artificial lift and production equipment division. BMW ACQUISITION On December 3, 1997, the Company completed the acquisition (the "BMW Acquisition") of all of the outstanding shares of BMW Monarch (Lloydminster) Ltd. ("BMW Monarch") and BMW Pump, Inc. ("BMW Pump") for an aggregate consideration of approximately $93 million in cash and the assumption of certain liabilities. The purchase price was determined through negotiations with the shareholders of BMW Monarch and BMW Pump. BMW Pump is a Canadian-based manufacturer of progressing cavity pumps and BMW Monarch is a Canadian supplier of progressing cavity pumps as well as other production related oilfield products. The Company intends to continue to operate the businesses of BMW Monarch and BMW Pump and integrate their operations with those of the Company's EVI Oil Tools artificial lift and production equipment division. Page 2 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. The financial statements of Trico, BMW Monarch and BMW Pump required, if any, for this item will be filed, if required, by the Company by an amendment to this report as soon as practical, but not later than 60 days after this report must be filed. (b) Pro Forma Financial Information. As of the date of this report, it is impracticable for the Company to provide the pro forma financial information required, if any, pursuant to Article 11 of Regulation S-X with respect to the Trico Acquisition or the BMW Acquisition. Such pro forma financial information will be filed, if required, by the Company by an amendment to this report as soon as practical, but not later than 60 days after this report must be filed. (c) Exhibits. 2.1 - Stock Purchase Agreement dated as of October 9, 1997, between EVI, Inc. and PACCAR Inc (Incorporated by reference to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed October 21, 1997). 2.2 - Stock Purchase Agreement dated as of October 9, 1997, among certain shareholders of BMW Monarch (Lloydminster) Ltd., the shareholders of BMW Pump Inc., the shareholder of Makelki Holdings Ltd., the shareholder of 589979 Alberta Ltd., the shareholders of 600969 Alberta Ltd., the shareholders of 391862 Alberta Ltd. and EVI, Inc. (Incorporated by reference to Exhibit No. 2.2 to Form 8-K, File 1-13086, filed October 21, 1997). Page 3 4 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: December 5, 1997 /s/ JAMES G. KILEY ------------------------------------ James G. Kiley Vice President and Chief Financial Officer Page 4 5 INDEX TO EXHIBITS
Number Exhibit ------ ------- 2.1 Stock Purchase Agreement dated as of October 9, 1997, between EVI, Inc. and PACCAR Inc (Incorporated by reference to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed October 21, 1997). 2.2 Stock Purchase Agreement dated as of October 9, 1997, among certain shareholders of BMW Monarch (Lloydminster) Ltd., the shareholders of BMW Pump Inc., the shareholder of Makelki Holdings Ltd., the shareholder of 589979 Alberta Ltd., the shareholders of 600969 Alberta Ltd., the shareholders of 391862 Alberta Ltd. and EVI, Inc. (Incorporated by reference to Exhibit No. 2.2 to Form 8-K, File 1-13086, filed October 21, 1997).
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