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: AUGUST 9, 1995 Date of earliest event reported: AUGUST 2, 1995 NEWPARK RESOURCES, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-2960 72-1123385 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3850 NORTH CAUSEWAY, SUITE 1770 METAIRIE, LOUISIANA 70002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (504) 838-8222 Page 1 ITEM 5. OTHER EVENTS. On August 2, 1995, Newpark Resources, Inc., a Delaware corporation ("Newpark"), announced that Newpark and Penhall International, Inc., a privately-held California corporation ("Penhall"), had mutually agreed to terminate the proposed merger of Penhall with and into Penhall Acquisition Corporation, a wholly-owned subsidiary of Newpark. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99 Press Release issued by Newpark on August 2, 1995. Page 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. NEWPARK RESOURCES, INC. Dated: August 9, 1995 By: /s/ JAMES D. COLE ------------------------- James D. Cole, President Page 3 Page 4
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE ------ ----------- ------------ 99 Press Release issued by Newpark on August 2, 1995.
EXHIBIT 99 (LETTERHEAD OF NEWPARK RESOURCES, INC. APPEARS HERE) FOR IMMEDIATE RELEASE NEWPARK RESOURCES AND PENHALL INTERNATIONAL AGREE TO TERMINATE MERGER NEW ORLEANS, August 2, 1995 Newpark Resources, Inc. (NASDAQ: NPRS) and Penhall International announced today that they have mutually agreed to terminate their proposed merger originally announced on July 18, 1995. The two companies said they intend jointly to pursue areas of synergy between them which they have identified, especially in the industrial waste market. Newpark Resources provides integrated environmental and oilfield services to the natural gas exploration and production industry. For further information contact: Company New York ------- -------- Matthew W. Hardey Ron Hengen Vice President of Finance R.F. Hengen, Inc. Newpark Resources, Inc. 47 Maple Street (L-12) 11 Lakeway Center Summit, New Jersey 07901 3850 N. Causeway, Suite 1770 (908) 277-1311 Metairie, Louisiana 70002 (504) 838-8222