Document/Exhibit Description Pages Size
1: 8-K Current Report 3± 13K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 50± 218K
Liquidation or Succession
3: EX-10.1 Material Contract 12± 52K
4: EX-99.1 Miscellaneous Exhibit 1 6K
5: EX-99.2 Miscellaneous Exhibit 1 6K
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
January 1, 1998
Date of Report (Date of earliest event reported)
GULF ISLAND FABRICATION, INC.
(Exact name of Registrant as specified in its charter)
LOUISIANA 0-22303 72-1147390
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
583 Thompson Road
Houma, Louisiana 70363
(Address of principal executive offices) (Zip Code)
(504) 872-2100
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
As of January 1, 1998, the registrant, Gulf Island Fabrication, Inc.
(the "Company"), acquired all of the common shares of Southport, Inc.
("Southport") and its wholly owned subsidiary Southport International, Inc.
pursuant to a Stock Purchase Agreement between the Company and the
shareholders of Southport identified on the copy of such agreement filed
herewith as Exhibit 2.0 (the "Stock Purchase Agreement"). The purchase price
was $6.0 million cash ($4.5 million of which was paid at the closing and
$1.5 million, subject to possible adjustment for certain reductions in
Southport's shareholders' equity as of the closing date, will be paid within 60
days of closing), plus contingency payments of up to an additional $5.0
million based on Southport's net income over a four-year period ending December
31, 2001. The purchase price was determined by arm's length negotiation between
the Company and the Southport shareholders. The non-contingent portion of the
purchase price has been and will be paid by the Company out of working
capital; contingency payments, if and when they become due, are expected to be
paid by the Company out of working capital or borrowings.
Southport, headquartered in Harvey, Louisiana, specializes in the
fabrication of living quarters for offshore platforms for the oil and gas
industry. The Company intends that Southport will continue in this business.
The acquisition was effective on January 1, 1998, as announced in the
press release, dated January 5, 1998, which is being filed as an exhibit to
this report. Additional information relating to the acquisition is set forth
in the Stock Purchase Agreement.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
All financial statements required to be filed in connection with
this acquisition will be filed by amendment to this report as soon as they are
available, but in any event within 60 days of the date hereof.
(b) Pro Forma Financial Information.
All pro forma financial information required to be filed in
connection with this acquisition will be filed by amendment to this report
as soon as it is available, but in any event within 60 days of the date
hereof.
(c) Exhibits.
2.0 Stock Purchase Agreement dated as of November 12, 1997
between Gulf Island Fabrication, Inc. and the shareholders
of Southport, Inc., omitting schedules and exhibits. This
exhibit includes a list briefly identifying the contents of
all omitted schedules and exhibits. The Company will furnish
supplementally a copy of any omitted schedule or exhibit to
the Commission upon request.
10.1 Employment Agreement dated as of January 1, 1998 between
Southport, Inc. and Stephen G. Benton, Jr.
99.1 Press Release issued November 13, 1997 disclosing the execution
of a definitive agreement to acquire all the outstanding shares
of Southport, Inc.
99.2 Press Release issued January 5, 1998 disclosing the completion
of the Company's acquisition of Southport, Inc.
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.
GULF ISLAND FABRICATION, INC.
By: /s/ Joseph P. Gallagher, III
---------------------------------
Joseph P. Gallagher, III
Vice President -- Finance
(Principal Financial Officer
and Duly Authorized Officer)
Dates Referenced Herein and Documents Incorporated by Reference
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