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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): May 8, 2008
Basic Energy Services, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-32693
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54-2091194 |
(State or other jurisdiction of
incorporation )
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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500 W. Illinois, Suite 100 |
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Midland, Texas
(Address of principal executive offices)
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79701
(Zip Code) |
Registrants telephone number, including area code: (432) 620-5500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 8.01 Other Events.
ANNUAL REPORT UPDATE RELATING TO BUSINESS SEGMENTS
Basic Energy Services, Inc. (Basic or the Company) is filing this Current Report on Form
8-K to update certain historical information included in the Companys Annual Report on Form 10-K
for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 7,
2008, as amended (the Form 10-K). In particular, the Company is updating historical results to
reflect the reorganization of its business segments.
As reported in the Form 10-K, the Company revised its business segments effective January 1,
2008 based on changes in managements resource allocation and performance assessment in making
decisions regarding the Company. As a result, the Company now reports its segments as follows:
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Well Servicing |
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Contract Drilling |
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Fluid Services |
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Completion and Remedial Services |
Contract Drilling was previously included in our Well Servicing segment. Well Site
Construction Services, which had previously been reported separately, has been consolidated with
our Fluid Services segment.
The following items of the Form 10-K are being adjusted retrospectively to reflect the
Companys reorganization of its reporting segments:
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Business and Properties (Part I, Items 1 and 2)(filed as Exhibit 99.1 hereto and
incorporated herein by reference); |
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Selected Financial Data (Part II, Item 6)(filed as Exhibit 99.2 hereto and incorporated
herein by reference); |
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Managements Discussion and Analysis of Financial Condition and Results of Operations
(MD&A) (Part II, Item 7)(filed as Exhibit 99.3 hereto and incorporated herein by reference); and
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Financial Statements and Supplementary Data (Part II, Item 8)(filed as Exhibit 99.4 hereto
and incorporated herein by reference). |
These new presentations have no effect on the Companys reported total net income for any
reporting period. The revised sections of the Form 10-K included in this Current Report on Form 8-K
have not been otherwise updated for events occurring after the date of the consolidated financial
statements, which were originally presented in the Form 10-K. This Current Report on Form 8-K
should be read in conjunction with the Form 10-K (except for Part I, Items 1 and 2 and Part II,
Items 6, 7, and 8) and the Companys other periodic reports on Form 10-Q and Form 8-K.
Forward Looking Statements
This release includes forward-looking statements and projections made in reliance on the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. Basic has made every
reasonable effort to ensure that the information and assumptions on which these statements and
projections are based are current, reasonable, and complete. However, a variety of factors could
cause actual results to differ materially from the projections, anticipated results or other
expectations expressed in this release, including (i) Basics ability to successfully execute,
manage and integrate acquisitions, including the merger with Grey Wolf, Inc. (Grey Wolf), (ii)
changes in demand for services and any related material impact on our pricing and utilizations
rates and (iii) changes in our expenses, including labor or fuel costs. Additional important risk
factors that could cause actual results to differ materially from expectations are disclosed in
Item 1A of Basics Form 10-K and Form 10-Qs filed with the SEC by Grey Wolf and Basic. While Basic
makes these statements and projections in good faith, neither Basic nor its management can
guarantee that the transactions will be consummated or that anticipated future results will be
achieved. Basic assumes no obligation to publicly update or revise any forward-looking statements
made herein or any other forward-looking statements made by Basic, whether as a result of new
information, future events, or otherwise
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Additional Information and Where to Find It
In connection with the proposed mergers, a registration statement of Horsepower Holdings, Inc.
(Holdings), which will include proxy statements of Basic and Grey Wolf and other materials, will
be filed with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE URGED TO
CAREFULLY READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS AND THESE OTHER
MATERIALS REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT BASIC, GREY WOLF, HOLDINGS AND THE PROPOSED TRANSACTION. Investors and
security holders may obtain a free copy of the registration statement and the proxy
statement/prospectus when they are available and other documents containing information about Basic
and Grey Wolf, without charge, at the SECs web site at www.sec.gov, Basics web site at
www.basicenergyservices.com, and Grey Wolfs web site at www.gwdrilling.com. Copies of the
registration statement and the proxy statement/prospectus and the SEC filings that will be
incorporated by reference therein may also be obtained for free by directing a request to either
Investor Relations, Basic Energy Services, Inc., 432-620-5510 or to Investor Relations, Grey Wolf,
Inc., 713-435-6100.
Participants in the Solicitation
Basic and Grey Wolf and their respective directors, officers and certain other members of
management may be deemed to be participants in the solicitation of proxies from their respective
stockholders in respect of the mergers. Information about these persons can be found Grey Wolfs
proxy statement relating to its 2008 annual meetings of stockholders as filed with the SEC on April
8, 2008. Information concerning beneficial ownership of Basic stock by its directors and certain of
its executive officers is included in its Form 10K/A filed on April 29, 2008 and subsequent
statements of changes in beneficial ownership on file with the SEC. Additional information about
the interests of such persons in the solicitation of proxies in respect of the merger will be
included in the registration statement and the joint proxy statement/prospectus to be filed with
the SEC in connection with the proposed transaction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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23.1 |
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Consent of Independent Registered Public Accounting Firm |
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99.1 |
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Business and Properties, revised only to reflect the change in reportable segments |
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99.2 |
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Selected Financial Data, revised only to reflect the change in reportable segments |
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99.3 |
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MD&A, revised only to reflect the change in
reportable segments |
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99.4 |
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Financial Statements, revised only to reflect the
change in reportable segments |
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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.
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Basic Energy Services, Inc.
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Date: May 8, 2008 |
By: |
/s/
Alan Krenek |
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Alan Krenek |
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Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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23.1
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Consent of Independent Registered Public Accounting Firm |
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99.1
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Business and Properties, revised only to reflect the change in reportable segments |
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99.2
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Selected Financial Data, revised only to reflect the change in reportable segments |
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99.3
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MD&A, revised only to reflect the change in reportable segments |
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99.4
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Financial Statements, revised only to reflect the change in reportable segments |