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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 16, 1997
Commission File number 0-l87l6
MATRIX SERVICE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 73-1352l74
(State of incorporation) (I.R.S. Employer Identification No.)
l070l E. Ute St., Tulsa, Oklahoma 74ll6-l5l7
(Address of principal executive offices and zip code)
(918) 838-8822
(Registrant's telephone number,
including area code)
Item 5. Other Events
On December 16, 1997, Matrix Service Company (the "Company") and ITEQ, Inc.
("ITEQ") entered into a Plan and Agreement of Merger whereby ITEQ will
acquire the Company. The shareholders of the Company will be able to tender
a share of Company common stock for either $10 in cash or .8333 of one share
of ITEQ common stock, subject to the cash portion of the purchase price not
exceeding 50% nor being less than 30% of the total consideration. In
conjunction with the merger, ITEQ's board of directors will be expanded from
nine to ten persons with the addition of one member designated by the Company.
The acquisition is subject to shareholder and regulatory approval and the
absence of any dissenters. The transaction is expected to close by March
1998, and will be accounted for using the purchase method of accounting.
The Company is a leading domestic supplier of above-ground storage tanks
(AST's), after-market tank products and specialized maintenance services.
The Company's customer base includes refineries, chemical plants, terminal
facilities, power generation, waste water plants, municipal water storage,
refrigerated liquefied gas storage, thermal energy storage, industrial users
of pressurized spheres, fertilizer storage, grain storage and food processing.
The Company has grown rapidly since 1991 through a combination of internal
growth and acquisitions with a present revenue run rate of in excess of
$200 million annually.
ITEQ is a rapidly growing provider of manufactured equipment, engineered
systems and services used in the processing, treatment, storage and movement
of gases and liquids. ITEQ operates worldwide providing products and services
to a broad base of industrial customers.
Item 7. Financial Statements and Exhibits
Exhibits
Exhibits 99.1 - Plan and Agreement of Merger, dated as of
December 16, 1997, by and among the Company,
ITEQ Sub Corp. and ITEQ, Inc. (excluding
exhibits and schedules)(Incorporated by
reference from Exhibit 10.1 of ITEQ, Inc.'s
Current Report on Form 8-K filed with the
Commission on December 17, 1997, File no. 1-10668)
Exhibit 99.2 - Press Release dated December 16, 1997
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.
MATRIX SERVICE COMPANY
Date: December 19, 1997
By: /s/C. William Lee
--------------------
C. William Lee
Vice President-Finance
Chief Financial Officer Signing on behalf of the
registrants the registrant's chief financial officer.
EXHIBIT INDEX
Exhibit No.
-----------
Exhibit 99.1 - Plan and Agreement of Merger, dated as of
December 16, 1997, by and among the Company,
ITEQ Sub Corp. and ITEQ, Inc. (excluding
exhibits and schedules) (Incorporated by
reference from Exhibit 99.1 of ITEQ, Inc.'s
Current Report on Form 8-K filed with the
Commission on December 17, 1997, File no.
1-10668)
Exhibit 99.2 - Press Release dated December 16, 1997
NEWS RELEASE CONTACT:
DECEMBER 16, 1997 MATRIX SERVICE COMPANY
MATRIX SERVICE COMPANY C. WILLIAM LEE
(NASDAQ: MTRX) VICE PRESIDENT - FINANCE
10701 E. UTE STREET (918) 838-8822
TULSA, OK 74116
ITEQ TO ACQUIRE MATRIX
- - Combined Companies Annual Revenue will Exceed $550 Million
TULSA, OKLAHOMA December 16, 1997 - - ITEQ, Inc. (NASDAQ:ITEQ) and Matrix
(NASDAQ:MTRX) announced today that the companies have entered into an
agreement whereby ITEQ will acquire Matrix.
In separate meetings today, the boards of directors of both ITEQ and Matrix
approved entering into the purchase agreement. The shareholders of Matrix
will be able to tender a Matrix share for either $10 in cash or .83 of one
ITEQ share, subject to the cash portion of the purchase not exceeding 50%
nor being less than 30% of the total consideration. In conjunction with the
merger, ITEQ's board of directors will be expanded from nine to ten persons
with the addition of one member designated by Matrix. The acquisition is
subject to shareholder and regulatory approval and the absence of any
dissenters. The transaction is expected to close by March, 1998.
Matrix Service Company is a leading domestic supplier of above ground storage
tanks (AST's), after-market tank products and specialized maintenance
services. Matrix's customer base includes refineries, chemical plants,
terminal facilities, power generation, waste water plants, municipal water
storage, refrigerated liquefied gas storage, thermal energy storage,
industrial users of pressurized spheres, fertilizer storage, grain storage
and food processing. Matrix has grown rapidly since 1991 through a
combination of internal growth and acquisitions with a present revenue
run rate of in excess of $200 million annually.
Mark Johnson, Chairman and Chief Executive Officer of ITEQ, stated "The
addition of Matrix will make ITEQ the market leader in the tank maintenance
and repair market. By way of the acquisition, ITEQ will enter the elevated
water tank maintenance and repair market. By way of the acquisition, ITEQ
will enter the elevated water tank market where future growth prospects
are excellent through funding available under the recently enacted Safe
Drinking Water Act. Not only are there cross-selling opportunities with
ITEQ's Storage Systems Group but Matrix will complement our Process
Equipment Group as well. In particular, Matrix's Colt subsidiary will
provide ITEQ's Ohmstede and Exell operations with significantly expanded
heat exchanger field service capabilities. The acquisition should be
immediately accretive to earnings. Finally, the combined companies will
be significantly more efficient operation with annual pre-tax cost savings
expected to exceed $3 million."
Doyl West, Matrix's President and Chief Executive Officer, said "ITEQ and
Matrix are clearly the leaders in our industry in forming strategic alliances
with both customers and suppliers. The combination of ITEQ and Matrix will
create the preeminent company in our industry with the broadest array of
products and services. Major domestic and multinational customers can look
to our one company to provide the professional strength, products and field
capabilities to meet their requirements."
ITEQ, Inc. is a rapidly growing provider of manufactured equipment, engineered
systems and services used in the processing, treatment, storage and movement
of gases and liquids. The company operates worldwide providing products and
services to a broad base of industrial customers.
# # #
This press release contains forward-looking statements within the meaning of
the Private Securities Reform Act of 1995. All forward-looking statements are
subject to certain risks, uncertainties and assumptions. These risks and
uncertainties, which are more fully described in ITEQ's Annual Quarterly
Reports filed with the Securities and Exchange Commission, include changes
in market conditions in the industries in which the company operates. Should
one or more of these risks of uncertainties materialize, or should the
assumptions prove incorrect, actual results may vary in material aspects
from those currently anticipated.