<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              ---------------------

   
                              Amendment No. 1 to
                          Annual Report on Form 10-K
                                      on
                                  FORM 10-K/A
    
                                      
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 1997

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
 
         Commission file number 1-13086

                                    EVI, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                             04-2515019
(State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                             Identification No.)

5 Post Oak Park, Suite 1760, Houston, Texas                     77027-3415
 (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, include area code:  (713) 297-8400

Securities registered pursuant to Section 12(b) of the Act:

          Title of each class         Name of each exchange in which registered
          -------------------         -----------------------------------------
     Common Stock, $1.00 Par Value             New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

     The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of March 10, 1998, was $2,042,322,630, based upon the closing
price on the New York Stock Exchange as of such date.

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:

      Title of Class                              Outstanding at March 10, 1998
      --------------                              -----------------------------
Common Stock, $1.00 Par Value                               47,784,619

                       DOCUMENTS INCORPORATED BY REFERENCE
   
    

   
                                   None.
    
<PAGE>   2
   
                               EXPLANATORY NOTE



        EVI, Inc. files this Amendment No. 1 on Form 10-K/A to the Annual
Report on Form 10-K for the year ended December 31, 1997, to amend and restate
Items 10, 11, 12, 13 and 14 in their entirety.
    





                                       1








<PAGE>   3

   
    

PART III

ITEM 10.         DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    DIRECTORS

   
      The following table sets forth certain information concerning directors
of the Company as of March 31, 1998.  Directors are elected annually by a
plurality of the votes cast by stockholders.
    


<TABLE>
<CAPTION>
                                                                    DIRECTOR
                  NAME                                    AGE        SINCE
                  ----                                    ---       -------- 
 <S>                                                      <C>         <C>
 David J. Butters...................................      57          1984
 Bernard J. Duroc-Danner............................      44          1988
 Uriel E. Dutton....................................      67          1986
 Sheldon S. Gordon..................................      62          1995
 Sheldon B. Lubar...................................      68          1995
 Robert B. Millard..................................      47          1989
 Robert A. Rayne....................................      49          1987
</TABLE>                                           

   
        David J. Butters is a Managing Director of Lehman Brothers Inc.
("Lehman Brothers"), an investment banking firm and a subsidiary of Lehman
Brothers Holdings Inc., where he has been employed for more than the past five
years.  Mr. Butters is currently Chairman of the Board of Directors of GulfMark
Offshore, Inc., a director of Anangel-American Shipholdings, Ltd. and a member
of the Board of Advisors of Energy International, N.V. Mr.  Butters is also
Chairman of the Board of Directors of the Company.
    

        Bernard J. Duroc-Danner joined the Company in May 1987 to initiate the
start-up of the Company's oilfield service and equipment business.  He was
elected President of the Company in January 1990 and Chief Executive Officer in
May 1990.  In prior years, Mr. Duroc-Danner was with Arthur D. Little Inc., a
management consulting firm in Cambridge, Massachusetts.  Mr. Duroc-Danner holds
a Ph.D. in economics from Wharton (University of Pennsylvania).  Mr.
Duroc-Danner is a director of Parker Drilling Company and Dailey International,
Inc.                                                                          

        Uriel E. Dutton has been a Partner in Fulbright & Jaworski L.L.P., a law
firm, for more than the past five years.                               

        Sheldon S. Gordon has served as Chairman of Union Bancaire Privee
International, Inc., a merchant bank, since May 1996.  From May 1995 to May
1996, Mr. Gordon was a Limited Partner of The Blackstone Group, L.P., an
investment banking firm.  He was also a General Partner of The Blackstone
Group, L.P. from April 1991 until May 1995.  Mr. Gordon is a director of
AMETEK, Inc., Anangel-American Shipholdings Limited, Union Bancaire Privee
International, Inc., Holland Balanced Fund, and New York Eye and Ear Infirmary.

        Sheldon B. Lubar has been Chairman and Chief Executive Officer of
Christiana, a diversified holding company with interests in refrigerated and dry
warehousing, transportation and logistic services, and Chairman of Lubar & Co. 
Incorporated for more than the past five years.  Mr. Lubar is a director of
Ameritech, Massachusetts Mutual Life Insurance Company, Firstar Corporation,
MGIC Investment Corporation, and Jeffries & Co.  Under the terms of the
agreements relating to the Company's acquisition of Prideco, Inc. in June 1995,
the Company agreed to nominate Mr. Lubar or another acceptable nominee of
Christiana for election to the Board of Directors of the Company as long as
Christiana beneficially owns 8% or more of the outstanding shares of Common
Stock of the Company.                                                     
                                                                      
        Robert B. Millard is a Managing Director of Lehman Brothers, where he
has been employed for more than the past five years.  Mr. Millard is also a
director of GulfMark Offshore, Inc.                                   

        Robert A. Rayne has been an Executive Director of London Merchant
Securities PLC (property investment and development with major investments in
leisure enterprises), a United Kingdom listed public limited company, for more
than the past five years.                                              



                                       2
<PAGE>   4

   
    
   
        On March 4, 1998, the Company entered into an Agreement and Plan of
Merger with Weatherford Enterra, Inc.  ("Weatherford") providing for the merger
of Weatherford with and into the Company pursuant to an expected tax free merger
(the "Merger") in which the stockholders of Weatherford will receive .95 of a
share of the Company's common stock, $1.00 par value ("Common Stock"), in
exchange for each outstanding share of Weatherford common stock, $0.10 par
value. The Company will continue as the surviving corporation and will be
renamed EVI Weatherford, Inc. Pursuant to the terms of the Merger, certain
additional persons will become directors of the Company upon consummation of the
Merger. Information regarding such additional persons is not contained herein
and will be included in a joint proxy statement/prospectus that will be mailed
separately to the stockholders of the Company in connection with a special
meeting to be held to approve the Merger.  
    

EXECUTIVE OFFICERS

   
        In addition to Mr. Duroc-Danner, who serves as President and Chief
Executive Officer of the Company and as a director of the Company, the 
following persons are executive officers of the Company and certain 
information with respect to each of them are set forth below.  Information 
with respect to Mr. Duroc-Danner is set forth above.      
    

<TABLE>
<CAPTION>
    NAME                         POSITION                                      AGE
    ----                         --------                                      ---
<S>                    <C>                                                     <C>
John C. Coble......... Executive Vice President and President of Grant         55
                       Prideco                                                
Ghazi J. Hashem....... Senior Vice President, Technical Operations             63
James G. Kiley........ Vice President and Chief Financial Officer, Treasurer   41
                       and Secretary                                          
Frances R. Powell..... Vice President, Accounting and Controller               43
Robert F. Stiles...... Vice President and President of EVI Oil Tools           40
</TABLE>               

        John C. Coble joined the Company in July 1981 and was elected Executive
Vice President of the Company in March 1997. Mr. Coble has served as President
of the Company's Grant Prideco tubular products division since October 1995. 
From December 1991 to October 1995, he served as Chief Operating Officer of the
Company.

        Ghazi J. Hashem was elected Senior Vice President, Technical Operations
of the Company in May 1994 and Vice President, Technical Operations in November
1992. Mr. Hashem previously served as Chairman of the Board of Grant Prideco,
Inc. ("Grant Prideco"), a wholly-owned subsidiary of the Company, from May 1992
to November 1992 and as President of Grant Prideco from April 1984 to May 1992.

        James G. Kiley joined the Company in May 1994 and was elected Vice
President and Chief Financial Officer of the Company in May 1996 and Treasurer
and Secretary in May 1994.  Mr. Kiley served as Vice President-Finance of the
Company from May 1994 until May 1996.  From April 1991 to April 1994, Mr. Kiley
served as Treasurer of Baroid Corporation, a provider of oilfield services.
Prior to his position at Baroid, Mr. Kiley held various positions, including
Assistant Treasurer at NL Industries, Inc., a manufacturer of titanium dioxide
pigments and specialty chemicals.                                          

   
        Frances R. Powell was elected Vice President, Accounting of the Company
in May 1994, Controller in November 1991 and has been employed by the Company 
since 1990.  Ms. Powell was employed with GulfMark Inc. from 1986 to 1990, where
she served as Controller from 1988 to 1990.
    

   
        Robert F. Stiles joined the Company in October 1992 and was elected a
Vice President of the Company in March 1997.  Mr. Stiles has been President of
the Company's EVI Oil Tools artificial lift and production equipment division
since January 1996.  Prior to that time, Mr. Stiles served as President of
Production Oil Tools, Inc., a wholly owned subsidiary of the Company included in
the EVI Oil Tools division, from November 1993 to December 1995 and as Vice
President -- Manufacturing of Grant Prideco from October 1992 to November 1993. 
From August 1991 to October 1992, Mr. Stiles served as Vice President -
Research and Engineering of Baker Oil Tools, Inc., a manufacturer of oilfield
products.
    





                                       3
<PAGE>   5
   
    

   
        In addition to the aforementioned executive officers, Curtis W. Huff,
age 40, has entered into an agreement with the Company to become Senior Vice
President, General Counsel and Secretary of the Company effective June 15, 1998.
Mr. Huff is currently a partner at the law firm of Fulbright & Jaworski L.L.P.,
counsel to the Company, and has held that position for more than the past five
years.
    

   
    

FAMILY RELATIONSHIPS

   
        There are no family relationships between any of the directors or 
executive officers.
    

ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION TABLE

        The aggregate compensation paid for the years ended December 31, 1997,
1996 and 1995 to Mr. Duroc-Danner, the Company's Chief Executive Officer, and
the five most highly compensated executive officers of the Company during 1997
whose total annual salary and bonus exceeded $100,000 (hereafter referred to as
the "named executive officers") during the year ended December 31, 1997 was as
follows:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>                                                                                                             
   
                                                                                                    LONG-TERM   
                                                                                                   COMPENSATION
                                                                                                   ------------       
                                                                                                    SECURITIES              
                                                         ANNUAL COMPENSATION     OTHER ANNUAL       UNDERLYING     ALL OTHER
    NAME AND                                          ------------------------     COMPEN-           OPTIONS        COMPEN- 
 PRINCIPAL  POSITION                       YEAR       SALARY(1)       BONUS(1)   SATION(2)(3)        (SHARES)      SATION(4)
 --------------------                      ----       ---------       --------   ------------      -----------     ---------
 <S>                                       <C>         <C>            <C>           <C>            <C>              <C>
 Bernard J. Duroc-Danner...............    1997        $391,667       $500,000       $135,670           50,000       $7,313
 President and                             1996         340,000        100,000         69,150          400,000        7,322
 Chief Executive Officer                   1995         280,000         50,000         41,400           50,000        7,192
                                                                                                                    
 John C. Coble(5)......................    1997         250,000        207,200         71,580           40,000        5,321
 Executive Vice President and              1996              --             --             --               --           --
 President of Grant Prideco                1995         193,333         30,000         28,600           34,000        5,114
                                                                                                                    
 Ghazi J. Hashem.......................    1997         170,833         60,000         36,545               --        3,966
 Senior Vice President, Technical          1996         150,000         40,000         25,950               --        4,025
 Operations                                1995         137,500             --         13,901               --        3,966
                                                                                                                    
 James G. Kiley........................    1997         241,667        150,000         47,000           50,000           --
 Vice President and Chief Financial        1996         183,333         75,000         23,250          100,000           --
 Officer, Treasurer and Secretary          1995         145,000         25,000         10,200           50,000           --
                                                                                                                    
 Frances R. Powell.....................    1997         176,667        120,000         46,420           32,000        2,901
 Vice President-Accounting                 1996         148,333         60,000         34,400               --        3,846
 and Controller                            1995         125,000         25,000         19,665               --        2,901
                                                                                                                    
 Robert F. Stiles(6)...................    1997         200,000         75,000         32,917           60,000        3,716
 Vice President and                        1996              --             --             --               --           --
 President of EVI Oil Tools                1995              --             --             --               --           --
</TABLE>
    

----------
(1)      Salary and bonus compensation include amounts deferred by the named
         executive officer pursuant to the EVI, Inc. Executive Deferred
         Compensation Stock Ownership Plan (the "Executive Deferred Plan")
         described in Note 2 below.  For purposes of the Executive Deferred
         Plan, the compensation of a participant will be the participant's total
         cash compensation as reported on his or her Form W-2 for the calendar
         year plus all amounts deferred under the Executive Deferred Plan and
         any eligible cash or deferred arrangement under Section 401(k) of the
         Internal Revenue Code, of 1986, as amended.  A participant may elect a
         percentage (not less than 1% nor





                                       4
<PAGE>   6
   
    

   
         more than 7 1/2%) of his or her compensation to be deferred under the
         Executive Deferred Plan for the following calendar year.  Once an
         election has been made as to the percentage to be deferred, the
         election is irrevocable for the subsequent Plan year.  Bonus
         compensation is based on the date when paid because such compensation
         is not based solely on achievements for the prior fiscal year.
         Bonuses are typically paid in May following the Company's annual
         meeting.  Subsequent to December 31, 1997, the Company paid bonuses to
         its executive officers in recognition of services provided by such
         officers to the Company during 1997 and the first quarter of 1998.
         Such bonuses included $700,000, $308,640, $120,000, $300,000,
         $200,000, and $134,715  for Messrs. Duroc-Danner, Coble, Hashem and 
         Kiley, Ms. Powell, and Mr. Stiles, respectively.
    

(2)      Other Annual Compensation includes (i) the vested portion of the
         amount accrued by the Company under the Executive Deferred Plan for
         the basic benefit of each participant equal to 7 1/2% of the
         participant's compensation for each calendar year, plus (ii) the
         vested portion of matching contribution under the Executive Deferred
         Plan provided by the Company to each participant who elects to defer a
         portion of his or her compensation in an amount equal to 100% of the
         amount deferred by the participant.  The Company's 7 1/2% accrual
         under the Executive Deferred Plan and any matching accruals made with
         respect to deferrals by participants, vest generally over a five-year
         period on the basis of 20% per year for each year of service by the
         participant with the Company or its subsidiaries after the later of
         January 1, 1992 or the date one became a participant in the Executive
         Deferred Plan, subject to 100% vesting upon the participant's
         retirement, death or disability while in the employment of the Company
         or a subsidiary, except under certain circumstances.

   
         Under the Executive Deferred Plan, the compensation deferred by the
         employee and the matching contributions provided by the Company are
         converted into non-monetary units equal to the number of whole shares
         of Common Stock that could have been purchased by the amounts credited
         to the account at a market based price.  Distributions are made to
         participants under the Executive Deferred Plan following the time the
         employee retires, terminates his employment or dies.  The amount of the
         distribution under the Executive Deferred Plan is based on the number
         of vested units in the employee's account at such time multiplied by
         the market price of the Common Stock at that time. Distributions under
         the Executive Deferred Plan may, at the election of the Company, be
         made in cash, stock, or combination thereof.  It is the current
         intention of the Company that all distributions be made in the form of
         shares of Common Stock.  The obligations of the Company with respect to
         the Executive Deferred Plan are unfunded.  However, the Company has
         established a grantor trust that is subject to the claims of creditors
         of the Company to which funds are deposited with an independent trustee
         that purchases shares of Common Stock for the Executive Deferred Plan.
         As of December 31, 1997, Messrs. Duroc-Danner, Coble, Hashem and Kiley,
         Ms. Powell, and Mr. Stiles had 45,018, 29,594, 16,207, 12,092, 17,386,
         and 15,521 units allocated to their respective accounts.
    

   
         Other Annual Compensation also includes the vested portion of the
         Company's matching contribution and any refunds made pursuant to the
         Company's 401(k) savings plan ("Savings Plan").  Matching contributions
         of $1,920 were made by the Company during 1997 for each of Messrs.
         Duroc-Danner, Coble and Hashem, Ms. Powell and Mr. Stiles. All
         full-time employees who have at least six months of service are
         eligible to participate.  The Savings Plan provides for all
         participating employees a 40% non-discretionary matching contribution,
         up to a maximum liability of 1.2% of each participating employee's
         annual compensation, plus a discretionary matching contribution in an
         amount determined by the Company from time to time.  The Company's
         contributions have a five year vesting based on years of service.  All
         participating named executive officers are fully vested.
    

(3)      Excludes perquisites and other benefits because the aggregate amount
         of such compensation was the lesser of $50,000 or 10% of the total of
         annual salary and bonus reported for the named executive officer.

(4)      All Other Compensation includes the total premiums paid on a life
         insurance policy provided by the Company for the benefit of the named
         executive officer.

   
(5)      Compensation information for Mr. Coble is not presented for 1996 as he
         was not an executive officer of the Company.

(6)      Compensation information for Mr. Stiles is not presented for 1996 and
         1995 as he was not an executive officer of the Company.
    



                                       5
<PAGE>   7
   
    

EMPLOYEE STOCK OPTION PLANS

   
         The Company has two stock option plans for the benefit of its
employees, the 1981 Employee Stock Option Plan (the "1981 Plan") and the 1992
Employee Stock Option Plan (the "1992 Plan").  There are currently outstanding
options to purchase 200,000 shares of Common Stock under the 1981 Plan and no
further options may be granted under this plan.  The 1992 Plan currently
provides for the grant of options to purchase up to 2,000,000 shares of Common
Stock to key employees.  These options may be either incentive stock option or
nonstatutory stock options.  There are currently outstanding options to purchase
966,400 shares of Common Stock and there are 340,000 shares of Common Stock
available for future grants of options under the 1992 Plan.  No options may be
granted under the 1992 Plan after March 19, 2002.
    

   
         The 1981 Plan and 1992 Plan are currently administered by the full
Board of Directors of the Company.  Each option granted under the 1981 Plan and
1992 Plan may be exercised from time to time with respect to the number of
shares of Common Stock as to which it is then exercisable in accordance with the
terms of the 1981 Plan and 1992 Plan, respectively, and an option agreement
setting forth the specific terms thereof. The price at which shares of Common
Stock may be purchased upon the exercise of an option is determined by the Board
of Directors or committee thereof at the time the option is granted.
    

         The following table shows, as to the named executive officers, the
options granted pursuant to the 1992 Plan during the year ended December 31,
1997:

<TABLE>
<CAPTION>
   
                                     OPTIONS GRANTED IN LAST FISCAL YEAR

                                         NUMBER OF          % OF TOTAL
                                        SECURITIES           OPTIONS                                         GRANT 
                                        UNDERLYING          GRANTED TO         EXERCISE                      DATE   
                                      OPTIONS GRANTED      EMPLOYEES IN          PRICE       EXPIRATION     PRESENT 
               NAME                      (SHARES)              1997           (PER SHARE)       DATE        VALUE(1) 
               ----                   -----------------   -------------       -----------    ----------     --------
 <S>                                    <C>                 <C>                 <C>          <C>            <C>    
Bernard J. Duroc-Danner..............  50,000(2)              22%              $27.8125     5/06/2007      $  984,000      
John C. Coble........................  40,000(3)              17%               27.8125     3/09/2007         671,200
Ghazi J. Hashem......................      --                 --                     --            --              --    
James G. Kiley.......................  50,000(3)              22%               27.8125     3/09/2007         839,000
Frances R. Powell....................  32,000(3)              14%               27.8125     3/09/2007         536,960
Robert F. Stiles.....................  60,000(3)              25%               27.8125     3/09/2007       1,006,800
</TABLE>
    

---------

   
(1)      Based upon Black-Scholes option valuation model.  The calculation
         assumes volatility of 49%, a risk free rate of 6.5%, a seven year
         expected life, no expected dividends and option grants at $27.8125 per
         share.  The actual value, if any, which may be realized with respect to
         any option will depend on the amount, if any, by which the stock price
         exceeds the exercise price on the date the option is exercised.  Thus,
         such valuation may not be a reliable indication as to value and there
         is no assurance the value realized will be at or near the value
         estimated by the Black-Scholes model.
    

   
(2)      Options become fully exercisable on May 7, 2001.
    

(3)      Options become fully exercisable on March 9, 2001.





                                       6
<PAGE>   8
   
    

        The following table shows, as to the named executive officers, the
aggregate option exercises during 1997 and the values of unexercised options as
of December 31, 1997:                                                        

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                      AND DECEMBER 31, 1997 OPTION VALUES

   
<TABLE>
<CAPTION>
                                                                   NUMBER OF SECURITIES
                                                                        UNDERLYING          
                                                                   UNEXERCISED OPTIONS             VALUE OF UNEXERCISED
                                        SHARES                     AT DECEMBER 31, 1997             IN-THE-MONEY-OPTIONS
                                      ACQUIRED ON                ----------------------------      AT DECEMBER 31, 1997(1)
                                       EXERCISE       VALUE      EXERCISABLE    UNEXERCISABLE     --------------------------
                   NAME                (NUMBER)      REALIZED      (SHARES)       (SHARES)        EXERCISABLE  UNEXERCISABLE
                   ----               ----------      --------   -----------  ---------------     -----------  -------------
    <S>                                  <C>        <C>             <C>            <C>           <C>           <C>         
    Bernard J. Duroc-Danner              320,000    $11,905,782     450,000        380,000       $19,045,000   $14,104,375 
    John C. Coble                         38,136      1,204,435          --         80,400                --     2,716,000 
    Ghazi J. Hashem                           --             --          --             --                --            -- 
    James G. Kiley                        45,000      1,178,056          --        155,000                --     4,168,750 
    Frances R. Powell                     11,000        439,529       9,000         32,000           342,000       766,000 
    Robert F. Stiles                          --             --          --         60,000                --     1,436,250 
</TABLE>
    
----------

(1)     Value based on difference in market value of the Common Stock on
        December 31, 1997, and the exercise price. The actual value, if any, of
        the unexercised options will be dependent upon the market price of the
        Common Stock at the time of exercise. The value of unexercisable options
        has not been discounted to reflect present value.

DIRECTOR COMPENSATION

   
        Each non-employee director of the Company is paid $1,000 for each
meeting of the Board of Directors and $500 for each committee meeting of the
Board of Directors he attends.  In addition, each non-employee director of the
Company is paid a retainer of $4,000 for each quarter of the year in which such
director serves as a director.  Mr. Butters receives an additional retainer of
$6,250 per month for serving as Chairman of the Board.  Total compensation paid
to the non- employee directors for 1997, including director fees and retainers
but excluding the deferred compensation described below, was $102,906 for Mr.
Butters, $27,750 for Mr. Dutton, $29,138 for Mr. Gordon, $27,288 for Mr. Lubar,
$29,500 for Mr. Millard and $21,738 for Mr. Rayne. 
    

        The Company maintains a deferred compensation plan for its non-employee
directors (the "Non-Employee Director Plan") that is intended to provide
additional long-term incentive to the directors.  Under the Non-Employee
Director Plan, each non-employee director may elect to defer up to 7  1/2% of
any retainer, meeting, committee or other similar fee or compensation to which
the non-employee director is entitled for services performed for the Company.
Each election by a non-employee director to defer compensation is irrevocable
and must state the date on which distributions under the Non-Employee Director
Plan are to be made, which date may not be less than one year after the
effective date of the election.  Deferred compensation under the Non-Employee
Director Plan is credited to an account for the director.  In the event the
director elects to defer at least 5% of his compensation under the Non-Employee
Director Plan, the Company will make an additional allocation to the director's
account equal to the sum of (i) 7 1/2% of the director's compensation and (ii)
a percentage of the director's compensation equal to the percentage deferred by
the director.

        All amounts credited to the account of a director are converted into
non-monetary units equal to the number of whole shares of Common Stock that
could have been purchased by the amounts credited to the account at the market
price of the Common Stock as of the last day of the calendar month in which the
amounts are credited.  The amount of funds to be paid to a director at the time
of payment will be determined by multiplying the number of units credited to
the director's account at such time multiplied by the market price of the
Common Stock on the last business day of the month preceding the date the
distribution is to commence.  Distributions under the Non-Employee Director
Plan commence as of the first day of the calendar quarter coincident with or
following the date specified by the director in his election to defer
compensation and may be either in the form of a lump sum or in quarterly
installments not to exceed ten years.  In the event a director elects to
receive deferred compensation through installments, the unpaid amounts will
accrue interest on a quarterly basis at a rate equal to an announced





                                       7
<PAGE>   9
   
    

prime rate.  No distribution may be made to a director with respect to units
relating to amounts deferred and additional credits made by the Company within
six months prior to the proposed date of distribution except where the
distribution follows the director's death or termination of service as a
director.  In such case, the director will be entitled to receive a distribution
in an amount equal to the compensation deferred during such six-month period
plus interest.  During 1997, $25,031, $6,750, $7,088, $6,638 and $5,288 were
credited under the Non-Employee Director Plan as deferrals and Company
contributions to the accounts of Messrs. Butters, Dutton, Gordon, Lubar and
Rayne, respectively, with total units allocated to their respective accounts of
542, 128, 135, 124 and 117.

   
         Pursuant to the Company's Amended and Restated Non-Employee Director
Stock Option Plan (the "Director Plan"), each non-employee director is granted
an option to purchase 10,000 shares of Common Stock as of the date he is first
elected or is re-elected as a director of the Company.  Subject to certain
anti-dilution provisions in the Director Plan, an aggregate of 1,000,000
shares of Common Stock have been reserved for issuance upon the exercise of
options granted under the Director Plan.  During 1997, options to purchase
10,000 shares of Common Stock were granted to each non-employee director of the
Company.  In 1997, Messrs. Butters and Millard purchased 60,000 shares each of
Common Stock upon the exercise of options granted under the Director Plan.
    

         Under the Director Plan, each stock option granted to a non-employee
director is not exercisable for a period of one year from the date of grant,
but is fully exercisable following such one-year anniversary.  Each option
granted under the Director Plan is exercisable at a purchase price per share of
Common Stock equal to the fair market value of the Common Stock as of the date
of grant.

         Options granted to non-employee directors under the Director Plan are
exercisable for a term of ten years from the date of grant, subject to early
termination within a specified period following an event of death, disability
or retirement, resignation or termination from the Board of Directors of the
Company.  This period is one year in the case of retirement.  The Company does
not currently have a formal retirement policy for directors other than the
Director Plan.  The Director Plan defines retirement to be the termination of
service following five years of service on the Board of Directors.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

   
         The Company has entered into employment agreements (each an "Employment
Agreement") with each of Messrs. Duroc-Danner, Kiley, Coble, Stiles, Huff and
Ms. Powell.  Each of the Employment Agreements provides for a term of three
years and is renewable annually.  Under the terms of the Employment Agreements,
if the executive's employment is terminated by the Company for any reason other
than "cause" or "disability" or by the executive for "good reason", in each case
as such terms are defined in the Employment Agreements, the executive will be
entitled to receive (i) an amount equal to three times the executive's current
base compensation plus the highest bonus paid to the executive during the three
years preceding the year of termination, (ii) any accrued salary or bonus (pro
rated to the date of termination), (iii) an amount equal to the amount that
would be payable if all retirement plans were vested, (iv) an amount equal to
the amount that would have been contributed as the Company's match under its 
401(k) savings plan and its Executive Deferred Plan for three years and (v) an
amount equal to the amount the executive would have received as a car allowance
for three years.  Under the Employment Agreements, "cause" is defined as the
willful and continued failure to perform the executive's job, after written
demand is made by the Chief Executive Officer or the Company's Board, or the
willful engagement in illegal conduct or gross misconduct.  Termination by the
executive for "good reason" is generally defined as (i) a material reduction in
title and/or responsibilities of the executive, (ii) certain relocations of the
executive or (iii) any material reduction in the executive's benefits.  In
addition, under such circumstances, all stock options and restricted stock
granted to the executive will automatically vest.  Further, with respect to
options, the executive would have the right to either exercise such options for
one year
    




                                       8
<PAGE>   10

   
    

   
after his or her date of termination or to surrender for such cash all such
options unless to do so would cause a transaction otherwise eligible for pooling
of interests accounting treatment under Accounting Principles Board Opinion No.
16 to be ineligible for such treatment, in which case the executive would
receive shares of Common Stock equal in value to the cash he or she would have
received.  All health and medical benefits would also be maintained after
termination for a period of three years provided the executive makes his or her
required contribution.  Under the Deficit Reduction Act of 1984, certain
severance payments that exceed a certain amount could subject both the Company
and the executive to adverse U.S. federal income tax consequences.  Each of the
Employment Agreements provides that the Company would be required to pay the
executive a "gross up payment" to insure that the executive receives the total
benefit intended by the Employment Agreement.  In addition, in connection with
the retention of Mr. Huff as Senior Vice President, General Counsel and
Secretary of the Company, the Company has agreed to grant to Mr. Huff a sign-on
incentive bonus of 75,000 shares of restricted Common Stock subject to four year
vesting on the basis of 25% per year and options to purchase an aggregate of
100,000 shares of Common Stock at the per share market price of the Common Stock
on the date of his employment, which is expected to be in June 1998, subject to
vesting over a three year period on the basis of one-third per year. The base
compensation payable to Messrs. Duroc-Danner, Kiley, Coble, Stiles, and Huff and
Ms. Powell under the Employment Agreements are $700,000, $300,000, $300,000,
$270,000, $350,000 and $200,000, respectively.
    


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Messrs. Butters, Dutton, Lubar and Millard are the current members of
the Compensation Committee of the Board of Directors of the Company.  In
addition, the full Board of Directors of the Company currently approves all
stock grants, with Mr. Duroc-Danner, the sole employee director of the Company,
abstaining from voting with respect to such matters.  Mr. Duroc-Danner,
however, does make recommendations to the Compensation Committee and the full
Board of Directors in regard to compensation and stock grants for the employees
of the Company.

         Mr. Dutton, a director of the Company, is a Partner of Fulbright &
Jaworski L.L.P., a law firm that the Company retained during 1997 with respect
to various legal matters and proposes to retain in 1998.  Fulbright & Jaworski
L.L.P.  received customary compensation in connection with its services to the
Company.

         Messrs. Butters and Millard, directors of the Company, are employed by
Lehman Brothers.  During 1997, Lehman Brothers received usual and customary
compensation for services rendered in connection with (i) the cash tender
relating to the Company's 10 1/4% Senior Notes due 2004 and 10 1/4% Senior
Notes due 2004, Series B, and (ii) the private placement of $402.5 million of
the Company's 5% Convertible Subordinated Preferred Equivalent Debentures due
2027.

   
         Mr. Lubar, director of the Company, is Chairman and Chief Executive
Officer of Christiana, a diversified holding company with interests in
refrigerated and dry warehousing, transportation and logistic services. In
addition, Mr. Lubar currently owns 968,615 shares of Christiana Common Stock,
representing 18.8% of the total outstanding shares of Christiana Common Stock.
In December 1997, the Company entered into an Agreement and Plan of Merger (the
"Christiana Merger Agreement") with Christiana, and C2, Inc., ("C2"), a
Wisconsin corporation, pursuant to a tax free merger (the "Christiana Merger")
in which approximately 3.9 million shares of the Company's Common Stock will be
issued to the stockholders of Christiana.  Upon consummation of the Christiana
Merger, Mr. Lubar and members of his family will own 2,036,135 shares of Common
Stock and will receive aggregate cash consideration of $9,784,800, as well as a
right to aggregate contingent cash consideration of approximately $5,219,000.
    

   
         Prior to the Christiana Merger, Christiana will sell two-thirds of its
interest ("Logistic Sale"), in Total Logistic Control, a wholly owned subsidiary
of Christiana ("Logistic") to C2, Inc. for consideration of approximately $10.7
million.  Following the Logistic Sale, remaining assets of Christiana will
consist of (i) approximately 3.9 million of the Company's Common Stock, (ii) a
one-third interest in Logistic, and (iii) cash and other assets with a book
value of approximately $10 million.  It is anticipated that Christiana will have
no material debt as of the consummation of the Christiana Merger, but will have
various tax liabilities which will be paid with the remaining cash in Christiana
after the Christiana Merger.
    





                                       9
<PAGE>   11
   
    

   
    
         As part of the proposed acquisition of Christiana,  the Company will
be indemnified by Logistic and C2 for all liabilities relating to Christiana's,
Logistic's, and their respective subsidiaries' and predecessors' businesses and
all historical contingent liabilities relating to the businesses of Christiana,
Logistic, and their respective current and historical subsidiaries and
predecessors.

         The Christiana Merger is subject to various conditions, including the
receipt of required regulatory approvals and the expiration or termination of
all waiting periods (and extensions thereof) under the Hart-Scott-Rodino Act.
Although there can be no assurance that the Christiana Merger will close, the
Company currently anticipates that the acquisition will be consummated shortly
after receipt of such regulatory approvals and the approval of the Christiana
Merger by the shareholders of the Company and Christiana, and the approval of
the Logistic Sale by the stockholders of Christiana.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   
PRINCIPAL STOCKHOLDERS
    

   
         The following table sets forth certain information with respect to each
person who as of March 26, 1998 was known by the Company to be the beneficial
owner of more than 5% of the outstanding shares of Common Stock. Such
information is based solely upon data provided by such persons.
    

   
<TABLE>
<CAPTION>
                                                                                                   
                            NAME AND ADDRESS OF                                  NUMBER OF SHARES           PERCENT OF
                             BENEFICIAL OWNER                                 BENEFICIALLY OWNED(1)          CLASS(%)
                            -------------------                              ------------------------      ----------
 <S>                                                                         <C>                             <C>
 Lehman Brothers Holdings Inc (2) .....................................                3,598,832               7.5
 3 World Financial Center                                                        
 New York, New York  10285                                                       
                                                                                 
 Christiana Companies, Inc. (3)........................................                3,897,462               8.2
 700 North Water Street #1200                                                  
 Milwaukee, Wisconsin 53202                                                      
                                                                                 
 AMVESCAP PLC (4)......................................................                3,090,152               6.5
 11 Devonshire Square                                                           
 London  EC2M 4YR                                                                
 England                                                                         
                                                                                 
 FMR Corp.  (5)........................................................                3,154,024               6.6
 82 Devonshire Street
 Boston, Massachusetts  02109
</TABLE>
    



                                       10
<PAGE>   12

---------------              
   
(1)      Unless otherwise indicated below, the persons or group listed have
         sole voting and dispositive power with respect to their shares of
         Common Stock, and none of such shares are deemed to be owned because
         the holder has the right to acquire the shares within 60 days.
    

(2)      Lehman Brothers Holdings Inc. ("Lehman Holdings") is an affiliate of
         Lehman Brothers.  Messrs. Butters and Millard, who are employees of
         Lehman Brothers, constitute two of the seven members of the Company's
         Board of Directors, with Mr. Butters as Chairman of the Board.

   
(3)      Mr. Lubar is the Chairman and Chief Executive Officer of Christiana 
         and is the beneficial owner of 18.8% of the common stock of Christiana.
    

   
(4)      AMVESCAP PLC has direct beneficial ownership of the 3,090,152 shares of
         Common Stock with the following subsidiaries:  AIM Management Group,
         Inc., AVZ, Inc., AMVESCAP Group Services, Inc., INVESCO, Inc., INVESCO
         North America Holdings, Inc., and INVESCO Funds Group, Inc. have
         indirect beneficial ownership of such shares through their parent
         subsidiary relationship with AMVESCAP PLC.
    

(5)      Fidelity Management & Research Company ("Fidelity"), a wholly owned
         subsidiary of FMR Corp. ("FMR") and a registered investment adviser,
         is the beneficial owner of 2,754,124 shares as a result of acting as
         investment adviser to various registered investment companies (the
         "Funds").  Fidelity Management Trust Company ("FMTC"), a wholly owned
         subsidiary of FMR, is the beneficial owner of 399,900 shares as a
         result of serving as investment manager of various institutional
         accounts.  Edward C. Johnson 3d, FMR's Chairman and principal
         stockholder, FMR, through its control of Fidelity, and the Funds each
         has sole power to dispose of the 2,754,124 shares owned by the Funds
         and Mr. Johnson and FMR, through its control of FMTC, each has sole
         power to vote and dispose of the 399,900 shares owned by the
         institutional accounts; however, sole power to vote the shares owned
         by the Funds resides with the Funds' Boards of Trustees.  Fidelity
         carries out the voting of the Funds' shares under written guidelines
         established by the Funds' Board of Trustees.  Additionally, Mr.
         Johnson, FMR and the Funds may be deemed to be the beneficial owner of
         an additional 18,750 shares resulting from the assumed conversion of
         30,000 of EVI's Debentures.  Members of Mr. Johnson's family and
         trusts for their benefit are the predominant owners of Class B shares
         of common stock of FMR.  Mr. Johnson owns 12.0% and Abigail P.
         Johnson, Mr. Johnson's wife and a Director of FMR, owns 24.5% of the
         voting stock of FMR.  The Johnson family and all other Class B
         shareholders have entered into a shareholders' voting


                                       11
<PAGE>   13
   
    

         agreement under which all Class B shares will be voted in accordance
         with the majority vote of Class B shares.  Accordingly, through their
         ownership of voting common stock and the execution of the
         shareholders' voting agreement, members of the Johnson family may be
         deemed, under the Investment Company Act of 1940, to form a
         controlling group with respect to FMR.

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

   
         The following table sets forth, as of March 26, 1998, the number and
percentage of Common Stock beneficially owned by each of the Company's current
directors, each executive officer named in the Summary Compensation Table
herein, and all directors and officers as a group:
    

   
<TABLE>
<CAPTION>
                                                                                                 AMOUNT AND NATURE
                                                                                            OF BENEFICIAL OWNERSHIP(1)
                                                                                            --------------------------
                                                                                                     OPTIONS
                                                                                 VOTING AND        EXERCISABLE      PERCENT OF
                      NAME                                                    INVESTMENT POWER    WITHIN 60 DAYS     CLASS(%)
                      ----                                                    ----------------    --------------    ----------
<S>                                                                           <C>                 <C>                  <C>
Bernard J. Duroc-Danner....................................................            --          572,500              1.2%
John C. Coble..............................................................            --           16,800                 *
Ghazi J. Hashem............................................................            --               --                 *
James G. Kiley.............................................................            --           47,500                 *
Frances R. Powell..........................................................           668           17,000                 *
Robert F. Stiles...........................................................           200           15,000                 *
David J. Butters...........................................................        46,612           10,000                 *
Uriel E. Dutton............................................................            --           70,000                 *
Sheldon S. Gordon..........................................................        10,000           30,000                 *
Sheldon B. Lubar(2)........................................................            --           30,000                 *
Robert B. Millard..........................................................       108,960           10,000                 *
Robert A. Rayne(3).........................................................            --           20,000                 *
All directors and officers as a group (12 persons).........................       166,440          838,800              2.1%
</TABLE>
    


----------       
*  Less than 1% of the outstanding shares of Common Stock.

(1)      Unless otherwise indicated, directors and executive officers have sole
         voting and investment power with respect to their shares of Common
         Stock.

(2)      Does not include 3,897,462 shares of EVI Common Stock owned directly
         by Christiana.  Mr. Lubar currently beneficially owns approximately
         18.8% of the outstanding shares of common stock of Christiana.
         Pursuant to the Christiana Merger, Mr. Lubar will be entitled to
         receive 725,618 shares of EVI Common Stock or approximately 1.5% and
         0.8% of the outstanding shares of EVI Common Stock before and after
         the Christiana Merger, respectively.

(3)      Excludes 400,000 shares beneficially owned by London Merchant
         Securities PLC of which Mr. Rayne disclaims beneficial ownership.


                                       12
<PAGE>   14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   
         See "Item 11. Executive Compensation" for information regarding
certain transactions and business relationships involving officers, directors
and principal stockholders of the Company.

         Upon the consummation of the Company's proposed Merger with
Weatherford, FMR Corp., a beneficial owner of 3,154,024 of Common Stock, will
be entitled to receive an additional 6,547,877 shares of Common Stock as a
result of its current ownership of 6,892,502 shares of Weatherford common
stock. Energy International, N.V., an investment fund that is co-managed by an
affiliate of Lehman Brothers, is the beneficial owner of 104,352 shares of
Weatherford common stock and, upon consummation of the Company's proposed
Merger with Weatherford, will be entitled to receive 99,135 shares of Common
Stock. Additionally, the Company has agreed to pay a fee of $3 million to
Lehman Brothers for the assistance rendered by Lehman Brothers to the Company
in connection with the Merger with Weatherford. 
    

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         The following documents are filed as a part of this report or
incorporated herein by reference:

CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

         The consolidated financial statements and financial statement schedule
of the Company are listed on the index on page 19 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1997. 


                                       13
<PAGE>   15

REPORTS ON FORM 8-K

         Current Report on Form 8-K dated October 20, 1997, as amended by Form
8-K/A dated October 20, 1997, filing (i) third quarter 1997 earnings (ii) the
December 31, 1996 financial statements restated for the May 1997 two-for-one
stock split and (iii) the announcement of the signing of agreements to acquire
Trico Industries, Inc., BMW Pump, Inc., and BMW Monarch (Lloydminster) Ltd.

         Current Report on Form 8-K dated October 24, 1997, filing of the
financial statements of the businesses and assets of GulfMark International,
Inc. acquired by the Company on May 1, 1997 (the "GulfMark Retained Assets")
for the quarter ended March 31, 1997.

   
         Current Report on Form 8-K dated November 5, 1997, as amended by Form
8-K/A dated November 5, 1997, reporting the issuance of an aggregate principal
amount of $350.0 million of the Company's 5% Convertible Subordinated Preferred
Equivalent Debentures due 2027 (the "Debentures") in a private placement on
November 3, 1997 and containing certain pro forma financial statements of the
Company after giving effect to the issuance of the Debentures.
    

         Current Report on Form 8-K dated November 12, 1997, reporting the
issuance of an additional aggregate principal amount of $52.5 million of the
Company's Debentures in a private placement to cover over-allotments on
November 10, 1997 and containing certain pro forma financial statements of the
Company after giving effect to the issuance of the Debentures.

         Current Report on Form 8-K dated November 18, 1997, announcing the
commencement of a cash tender offer and consent solicitation relating to all of
the Company's outstanding 10  1/4% Senior Notes due 2004 and 10  1/4% Senior
Notes due 2004, Series B (the "Senior Notes") and containing certain pro forma
financial statements of the Company after giving effect to the Company's
acquisition of the Senior Notes.

         Current Report on Form 8-K dated November 24, 1997, announcing the
signing of an agreement to acquire Taro Industries Limited.

         Current Report on Form 8-K dated December 2, 1997, announcing the
completion of the acquisitions of Trico Industries, Inc., BMW Pump, Inc., and
BMW Monarch (Lloydminster) Ltd.

         Current Report on Form 8-K dated December 31, 1997, announcing (i) the
signing of a merger agreement on December 12, 1997 to acquire Christiana
Companies, Inc., (ii) the completion of the cash tender offer and consent
solicitation relating to the Company's Senior Notes on December 15, 1997, (iii)
an agreement to acquire the Houston Well Screen group of companies from Van der
Horst Ltd.

EXHIBITS

2.1      Agreement and Plan of Merger dated as of March 4, 1998, by and between
         EVI, Inc. and Weatherford Enterra, Inc.  (incorporated by reference to
         Exhibit No. 2.1 to Amendment No. 1 to Form 8-K on Form 8-K/A, File
         1-13086, filed March 9, 1998).
2.2      Share Purchase Agreement made and entered into as of January 30, 1998,
         by and among the shareholders of Nika Enterprises Ltd., an Alberta
         corporation, listed on the signature pages thereto and EVI Oil Tools
         Canada Ltd., an Alberta corporation (incorporated by reference to
         Exhibit No. 2.1 to the Form 8-K, File 1-13086, filed March 3, 1998).
2.3      Agreement and Plan of Merger dated December 12, 1996, by and among
         EVI, Inc., Christiana Acquisition, Inc., Christiana Companies, Inc.
         and C2, Inc. (incorporated by reference to Exhibit No. 2.1 to Form
         8-K, File 1- 13086, filed December 31, 1997).
2.4      Agreement dated December 12, 1997, by and among EVI, Inc., Christiana
         Companies, Inc., Total Logistic Control LLC and C2, Inc. (incorporated
         by reference to Exhibit No. 2.2 to Form 8-K, File 1-13086, filed
         December 31, 1997).
2.5      Letter Agreement dated December 12, 1997, by and among EVI, Inc.,
         Christiana Acquisition, Inc., Christiana Companies, Inc. and C2, Inc.
         (incorporated by reference to Exhibit No. 2.3 to Form 8-K, File
         1-13086, filed December 31, 1997).





                                       14
<PAGE>   16

2.6      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).
2.7      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).
2.8      Agreement and Plan of Merger dated as of July 16, 1997, as amended, by
         and among XLS Holding, Inc., EVI, Inc.  and GPXL, Inc. (incorporated
         by reference to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed
         August 26, 1997).
2.9      Stock Purchase Agreement dated as of February 21, 1997, among Seigo
         Arai, Kanematsu USA Inc. and Energy Ventures, Inc. (incorporated by
         reference to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed March
         17, 1997).
2.10     Agreement and Plan of Merger dated as of December 5, 1996, among
         Energy Ventures, Inc., GulfMark Acquisition Co., GulfMark
         International, Inc. and New GulfMark International, Inc. (incorporated
         by reference to Exhibit No. 2.2 to Form 8-K, File 1-13086, filed
         December 26, 1996).
2.11     Agreement and Plan of Distribution dated as of December 5, 1996, by
         and among GulfMark International, Inc., New GulfMark International,
         Inc. and Energy Ventures, Inc. (incorporated by reference to Exhibit
         No. 2.3 to Form 8- K, File 1-13086, filed December 26, 1996).
2.12     First Amendment to Agreement and Plan of Merger dated as of March 27,
         1997, by and among Energy Ventures, Inc., GulfMark Acquisition Co.,
         GulfMark International, Inc. and GulfMark Offshore, Inc. (incorporated
         by reference to Exhibit No. 2.3 to the Registration Statement on Form
         S-4 (Reg. No. 333-24133)).
2.13     Stock Purchase Agreement dated as of September 14, 1996, by and among
         Parker Drilling Company and Energy Ventures, Inc. (incorporated by
         reference to Exhibit 2.1 to Form 8-K, File 1-13086, filed October 3,
         1996).
2.14     Agreement and Plan of Merger dated as of June 20, 1996 between Energy
         Ventures, Inc., TCA Acquisition, Inc. and Tubular Corporation of
         America (incorporated by reference to Exhibit No. 2.1 to Form 8-K,
         File 1-13086, filed June 24, 1996).
3.1      Restated Certificate of Incorporation of the Company, as amended
         (incorporated by reference to Exhibit No. 3.1 to the Form 8-K, File
         1-13086, filed May 14, 1997).
3.2      By-laws of the Company, as amended (incorporated by reference to
         Exhibit No. 3.2 to Form 10-K, File 1-13086, filed March 1, 1994).
4.1      See Exhibit Nos. 3.1 and 3.2 for provisions of the Restated
         Certificate of Incorporation, as amended, and By- laws of the
         Registrant defining the rights of the holders of Common Stock.
4.2      Credit Agreement dated as of February 17, 1998, among EVI, Inc., EVI
         Oil Tools Canada Ltd., the Subsidiary Guarantors defined therein,
         Chase Bank of Texas, National Association, as U.S. Administrative
         Agent, The Bank of Nova Scotia, as Documentation Agent and Canadian
         Agent, ABN AMRO Bank, N.V., as Syndication Agent, and the other
         Lenders defined therein, including the form of Note (incorporated by
         reference to Exhibit No. 4.1 to the Form 8-K, File 1-13086, filed
         March 3, 1998).
4.3      Indenture dated March 15, 1994, among Energy Ventures, Inc., as
         Issuer, the Subsidiary Guarantors party thereto, as Guarantors, and
         Chemical Bank, as Trustee (incorporated by reference to Form 8-K, File
         1-13086, filed April 5, 1994).
4.4      Specimen 10 1/4% Senior Note due 2004 of Energy Ventures, Inc.
         (incorporated by reference to Form 8-K, File 1- 13086, filed April 5,
         1994).
4.5      First Supplemental Indenture by and among Energy Ventures, Inc.,
         Prideco and Chemical Bank, as trustee, dated June 30, 1995
         (incorporated by reference to Exhibit No. 4.4 to the Registration
         Statement on Form S-3 (Reg. No.  33-61933)).
4.6      Second Supplemental Indenture by and among Energy Ventures, Inc., EVI
         Arrow, Inc., EVI Watson, Inc. and The Chase Manhattan Bank, as
         trustee, dated effective as of December 6, 1996 (incorporated by
         reference to Exhibit 4.6 to Form 10-K, File 1-13086, filed March 20,
         1997).





                                       15
<PAGE>   17
4.7      Third Supplemental Indenture by and among EVI, Inc., Ercon, Inc. and
         The Chase Manhattan Bank, as trustee, dated effective as of May 1,
         1997 (incorporated by reference to Exhibit 99.2 to Form 8-K, File
         1-13086, filed October 27, 1997).
4.8      Fourth Supplemental Indenture by and among EVI, Inc., XLS Holding,
         Inc., XL Systems, Inc. and The Chase Manhattan Bank, as trustee, dated
         effective as of August 25, 1997 (incorporated by reference to Exhibit
         99.3 to Form 8-K, File 1-13086, filed October 27, 1997).
4.9      Fifth Supplemental Indenture by and between EVI, Inc. and The Chase
         Manhattan Bank dated as of December 12, 1997 (including the Form of
         Note and Form of Exchange Note) (incorporated by reference to Exhibit
         4.1 to Form 8-K, File 1-13086, filed December 31, 1997).
4.10     Indenture dated as of October 15, 1997, between EVI, Inc. and The
         Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit
         No. 4.13 to the Registration Statement on Form S-3 (Reg. No.
         333-45207).
4.11     First Supplemental Indenture dated as of October 28, 1997, between
         EVI, Inc. and The Chase Manhattan Bank, as Trustee (including form of
         Debenture) (incorporated by reference to Exhibit 4.2 to Form 8-K, File
         1-13086, filed November 5, 1997).
4.12     Registration Rights Agreement dated November 3, 1997, by and among
         EVI, Inc., Morgan Stanley & Co.  Incorporated, Donaldson, Lufkin &
         Jenrette Securities Corporation, Credit Suisse First Boston
         Corporation, Lehman Brothers Inc., Prudential Securities Incorporated
         and Schroder & Co. Inc. (incorporated by reference to Exhibit 4.3 to
         Form 8-K, File 1-13086, filed November 5, 1997).
*10.1    Executive Deferred Compensation Stock Ownership Plan and related Trust
         Agreement (incorporated by reference to Form 10-Q, File 1-13086, filed
         November 16, 1992).
*10.2    First Amendment to Energy Ventures, Inc. Executive Deferred
         Compensation Stock Ownership Plan dated June 28, 1993 (incorporated by
         reference to Exhibit No. 4.3 to the Registration Statement on Form S-8
         (Reg. No. 33- 65790)).
*10.3    Non-Employee Director Deferred Compensation Plan (incorporated by
         reference to Form 10-Q, File 1-13086, Filed November 16, 1992).
*10.4    1991 Non-Employee Director Stock Option Plan and Form of Agreement
         (incorporated by reference to Form 10-Q, File 1-13086, filed August 8,
         1991).
*10.5    1992 Employee Stock Option Plan, as amended (incorporated by reference
         to Exhibit No. 4.7 to the Registration Statement on Form S-8 (Reg. No.
         333-13531)).
*10.6    Energy Ventures, Inc. Employees Stock Option Plan (incorporated by
         reference to Exhibit No. 4.1 to the Registration Statement on Form S-8
         (Reg. No. 33-31662)).
*10.7    Form of Stock Option Agreement under the Company's Employees' Stock
         Option Plan (incorporated by reference to Exhibit No. 4.2 to the
         Registration Statement on Form S-8 (Reg. No. 33-31662)).
*10.8    Amended and Restated Non-Employee Director Stock Option Plan
         (incorporated by reference to Form 10-Q, File 1- 13086, filed August
         12, 1995).
*10.9    Employment Agreements with each of Bernard J. Duroc-Danner, James G.
         Kiley, Frances R. Powell, John C. Coble and Robert Stiles
         (incorporated by reference to Exhibit 10.9 to the Form 10-K, File
         1-13086, filed March 27, 1998).
10.10    Lease Agreement dated September 30, 1993, among T.F. de Mexico, S.A.
         de C.V. as Lessor, Grant T.F. de Mexico, S.A. de C.V., as Lessee,
         Energy Ventures, Inc. as Guarantor, and Revemex, S.A. de C.V. as Owner
         of subleased assets (incorporated by reference to Form 10-K, File
         1-13086, filed March 1, 1994).
10.11    Modification dated November 21, 1996, to Lease Agreement dated
         September 30, 1993, among T.F. de Mexico, S.A.  de C.V., Grant Prideco
         S.A. de C.V., Energy Ventures, Inc., as Guarantor, Steel Pipes of
         Mexico, S.A. and Grant Prideco, Inc. (incorporated by reference to
         Exhibit 10.11 to the Form 10-K, File 1-13086, filed March 27, 1998).
10.12    The Woodward, Oklahoma Lease agreements as amended (incorporated by
         reference to Form 10-K, File 1-13086, filed March 23, 1995).





                                       16
<PAGE>   18
10.13    Manufacturing and Sales Agreement dated as of January 1, 1996, by and
         between Grant Prideco, S.A. and Oil Country Tubular Limited
         (incorporated by reference to Exhibit No. 10.34 to Form 10-K, File
         1-13086, filed March 20, 1996).
10.14    Amended and Restated Lease Agreement dated May 3, 1996, between Baker
         Hughes Oilfield Operations, Inc. and Grant Prideco, Inc. (incorporated
         by reference to Exhibit No. 10.14 to Form 10-K, as amended by Form
         10-K/A, File 1-13086, filed March 24, 1997).

10.15    Asset Purchase Agreement dated as of June 21, 1996, by and between
         Energy Ventures, Inc. and Mallard Bay Drilling, Inc. and Noble
         Drilling (West Africa) Inc. and Noble Drilling Corporation
         (incorporated by reference to Exhibit No. 2.3 to Form 8-K, File
         1-13086, filed June 24, 1996).
+21.1    Subsidiaries of EVI, Inc.
23.1     Consent of Arthur Andersen LLP (incorporated by reference to Exhibit
         23.1 to the Form 10-K, File 1-13086, filed March 27, 1998).
27.1     Financial Data Schedule (incorporated by reference to Exhibit 27.1 to
         the Form 10-K, File 1-13086, filed March 27, 1998).

---------------

*Management Contract or Compensatory Plan or Arrangement
+Filed herewith

As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not
filed with this Annual Report on Form 10-K certain instruments defining the
rights of holder of long-term debt of the Company and its subsidiaries because
the total amount of securities authorized under any of such instruments does
not exceed 10% of the total assets of the Company and its subsidiaries on a
consolidated basis.  The Company agrees to furnish a copy of any such
agreements to the Securities and Exchange Commission upon request.





                                       17
<PAGE>   19
                                   SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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.

                                            EVI, INC.


   
                                   BY: /s/ FRANCES R. POWELL
                                      ----------------------------
                                            FRANCES R. POWELL
                                      VICE PRESIDENT, ACCOUNTING
                                              AND CONTROLLER
                                     (PRINCIPAL ACCOUNTING OFFICER)

Date: April 9, 1998
     -------------------
    

<PAGE>   20
                              INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Index
Number   Description
------   -----------
<S>      <C>
2.1      Agreement and Plan of Merger dated as of March 4, 1998, by and between
         EVI, Inc. and Weatherford Enterra, Inc.  (incorporated by reference to
         Exhibit No. 2.1 to Amendment No. 1 to Form 8-K on Form 8-K/A, File
         1-13086, filed March 9, 1998).
2.2      Share Purchase Agreement made and entered into as of January 30, 1998,
         by and among the shareholders of Nika Enterprises Ltd., an Alberta
         corporation, listed on the signature pages thereto and EVI Oil Tools
         Canada Ltd., an Alberta corporation (incorporated by reference to
         Exhibit No. 2.1 to the Form 8-K, File 1-13086, filed March 3, 1998).
2.3      Agreement and Plan of Merger dated December 12, 1996, by and among
         EVI, Inc., Christiana Acquisition, Inc., Christiana Companies, Inc.
         and C2, Inc. (incorporated by reference to Exhibit No. 2.1 to Form
         8-K, File 1- 13086, filed December 31, 1997).
2.4      Agreement dated December 12, 1997, by and among EVI, Inc., Christiana
         Companies, Inc., Total Logistic Control LLC and C2, Inc. (incorporated
         by reference to Exhibit No. 2.2 to Form 8-K, File 1-13086, filed
         December 31, 1997).
2.5      Letter Agreement dated December 12, 1997, by and among EVI, Inc.,
         Christiana Acquisition, Inc., Christiana Companies, Inc. and C2, Inc.
         (incorporated by reference to Exhibit No. 2.3 to Form 8-K, File
         1-13086, filed December 31, 1997).
2.6      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).
2.7      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).
2.8      Agreement and Plan of Merger dated as of July 16, 1997, as amended, by
         and among XLS Holding, Inc., EVI, Inc.  and GPXL, Inc. (incorporated
         by reference to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed
         August 26, 1997).
2.9      Stock Purchase Agreement dated as of February 21, 1997, among Seigo
         Arai, Kanematsu USA Inc. and Energy Ventures, Inc. (incorporated by
         reference to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed March
         17, 1997).
2.10     Agreement and Plan of Merger dated as of December 5, 1996, among
         Energy Ventures, Inc., GulfMark Acquisition Co., GulfMark
         International, Inc. and New GulfMark International, Inc. (incorporated
         by reference to Exhibit No. 2.2 to Form 8-K, File 1-13086, filed
         December 26, 1996).
2.11     Agreement and Plan of Distribution dated as of December 5, 1996, by
         and among GulfMark International, Inc., New GulfMark International,
         Inc. and Energy Ventures, Inc. (incorporated by reference to Exhibit
         No. 2.3 to Form 8- K, File 1-13086, filed December 26, 1996).
2.12     First Amendment to Agreement and Plan of Merger dated as of March 27,
         1997, by and among Energy Ventures, Inc., GulfMark Acquisition Co.,
         GulfMark International, Inc. and GulfMark Offshore, Inc. (incorporated
         by reference to Exhibit No. 2.3 to the Registration Statement on Form
         S-4 (Reg. No. 333-24133)).
2.13     Stock Purchase Agreement dated as of September 14, 1996, by and among
         Parker Drilling Company and Energy Ventures, Inc. (incorporated by
         reference to Exhibit 2.1 to Form 8-K, File 1-13086, filed October 3,
         1996).
2.14     Agreement and Plan of Merger dated as of June 20, 1996 between Energy
         Ventures, Inc., TCA Acquisition, Inc. and Tubular Corporation of
         America (incorporated by reference to Exhibit No. 2.1 to Form 8-K,
         File 1-13086, filed June 24, 1996).


</TABLE>


<PAGE>   21

<TABLE>
<S>      <C>
3.1      Restated Certificate of Incorporation of the Company, as amended
         (incorporated by reference to Exhibit No. 3.1 to the Form 8-K, File
         1-13086, filed May 14, 1997).
3.2      By-laws of the Company, as amended (incorporated by reference to
         Exhibit No. 3.2 to Form 10-K, File 1-13086, filed March 1, 1994).
4.1      See Exhibit Nos. 3.1 and 3.2 for provisions of the Restated
         Certificate of Incorporation, as amended, and By- laws of the
         Registrant defining the rights of the holders of Common Stock.
4.2      Credit Agreement dated as of February 17, 1998, among EVI, Inc., EVI
         Oil Tools Canada Ltd., the Subsidiary Guarantors defined therein,
         Chase Bank of Texas, National Association, as U.S. Administrative
         Agent, The Bank of Nova Scotia, as Documentation Agent and Canadian
         Agent, ABN AMRO Bank, N.V., as Syndication Agent, and the other
         Lenders defined therein, including the form of Note (incorporated by
         reference to Exhibit No. 4.1 to the Form 8-K, File 1-13086, filed
         March 3, 1998).
4.3      Indenture dated March 15, 1994, among Energy Ventures, Inc., as
         Issuer, the Subsidiary Guarantors party thereto, as Guarantors, and
         Chemical Bank, as Trustee (incorporated by reference to Form 8-K, File
         1-13086, filed April 5, 1994).
4.4      Specimen 10 1/4% Senior Note due 2004 of Energy Ventures, Inc.
         (incorporated by reference to Form 8-K, File 1- 13086, filed April 5,
         1994).
4.5      First Supplemental Indenture by and among Energy Ventures, Inc.,
         Prideco and Chemical Bank, as trustee, dated June 30, 1995
         (incorporated by reference to Exhibit No. 4.4 to the Registration
         Statement on Form S-3 (Reg. No.  33-61933)).
4.6      Second Supplemental Indenture by and among Energy Ventures, Inc., EVI
         Arrow, Inc., EVI Watson, Inc. and The Chase Manhattan Bank, as
         trustee, dated effective as of December 6, 1996 (incorporated by
         reference to Exhibit 4.6 to Form 10-K, File 1-13086, filed March 20,
         1997).


</TABLE>




<PAGE>   22

<TABLE>
<S>      <C>
4.7      Third Supplemental Indenture by and among EVI, Inc., Ercon, Inc. and
         The Chase Manhattan Bank, as trustee, dated effective as of May 1,
         1997 (incorporated by reference to Exhibit 99.2 to Form 8-K, File
         1-13086, filed October 27, 1997).
4.8      Fourth Supplemental Indenture by and among EVI, Inc., XLS Holding,
         Inc., XL Systems, Inc. and The Chase Manhattan Bank, as trustee, dated
         effective as of August 25, 1997 (incorporated by reference to Exhibit
         99.3 to Form 8-K, File 1-13086, filed October 27, 1997).
4.9      Fifth Supplemental Indenture by and between EVI, Inc. and The Chase
         Manhattan Bank dated as of December 12, 1997 (including the Form of
         Note and Form of Exchange Note) (incorporated by reference to Exhibit
         4.1 to Form 8-K, File 1-13086, filed December 31, 1997).
4.10     Indenture dated as of October 15, 1997, between EVI, Inc. and The
         Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit
         No. 4.13 to the Registration Statement on Form S-3 (Reg. No.
         333-45207).
4.11     First Supplemental Indenture dated as of October 28, 1997, between
         EVI, Inc. and The Chase Manhattan Bank, as Trustee (including form of
         Debenture) (incorporated by reference to Exhibit 4.2 to Form 8-K, File
         1-13086, filed November 5, 1997).
4.12     Registration Rights Agreement dated November 3, 1997, by and among
         EVI, Inc., Morgan Stanley & Co.  Incorporated, Donaldson, Lufkin &
         Jenrette Securities Corporation, Credit Suisse First Boston
         Corporation, Lehman Brothers Inc., Prudential Securities Incorporated
         and Schroder & Co. Inc. (incorporated by reference to Exhibit 4.3 to
         Form 8-K, File 1-13086, filed November 5, 1997).
*10.1    Executive Deferred Compensation Stock Ownership Plan and related Trust
         Agreement (incorporated by reference to Form 10-Q, File 1-13086, filed
         November 16, 1992).
*10.2    First Amendment to Energy Ventures, Inc. Executive Deferred
         Compensation Stock Ownership Plan dated June 28, 1993 (incorporated by
         reference to Exhibit No. 4.3 to the Registration Statement on Form S-8
         (Reg. No. 33- 65790)).
*10.3    Non-Employee Director Deferred Compensation Plan (incorporated by
         reference to Form 10-Q, File 1-13086, Filed November 16, 1992).
*10.4    1991 Non-Employee Director Stock Option Plan and Form of Agreement
         (incorporated by reference to Form 10-Q, File 1-13086, filed August 8,
         1991).
*10.5    1992 Employee Stock Option Plan, as amended (incorporated by reference
         to Exhibit No. 4.7 to the Registration Statement on Form S-8 (Reg. No.
         333-13531)).
*10.6    Energy Ventures, Inc. Employees Stock Option Plan (incorporated by
         reference to Exhibit No. 4.1 to the Registration Statement on Form S-8
         (Reg. No. 33-31662)).
*10.7    Form of Stock Option Agreement under the Company's Employees' Stock
         Option Plan (incorporated by reference to Exhibit No. 4.2 to the
         Registration Statement on Form S-8 (Reg. No. 33-31662)).
*10.8    Amended and Restated Non-Employee Director Stock Option Plan
         (incorporated by reference to Form 10-Q, File 1- 13086, filed August
         12, 1995).
*10.9    Employment Agreements with each of Bernard J. Duroc-Danner, James G.
         Kiley, Frances R. Powell, John C. Coble and Robert Stiles
         (incorporated by reference to Exhibit 10.9 to the Form 10-K, File
         1-13086, filed March 27, 1998).
10.10    Lease Agreement dated September 30, 1993, among T.F. de Mexico, S.A.
         de C.V. as Lessor, Grant T.F. de Mexico, S.A. de C.V., as Lessee,
         Energy Ventures, Inc. as Guarantor, and Revemex, S.A. de C.V. as Owner
         of subleased assets (incorporated by reference to Form 10-K, File
         1-13086, filed March 1, 1994).
10.11    Modification dated November 21, 1996, to Lease Agreement dated
         September 30, 1993, among T.F. de Mexico, S.A.  de C.V., Grant Prideco
         S.A. de C.V., Energy Ventures, Inc., as Guarantor, Steel Pipes of
         Mexico, S.A. and Grant Prideco, Inc. (incorporated by reference to
         Exhibit 10.11 to the Form 10-K, File 1-13086, filed March 27, 1998).
10.12    The Woodward, Oklahoma Lease agreements as amended (incorporated by
         reference to Form 10-K, File 1-13086, filed March 23, 1995).


</TABLE>




<PAGE>   23

<TABLE>
<S>      <C>
10.13    Manufacturing and Sales Agreement dated as of January 1, 1996, by and
         between Grant Prideco, S.A. and Oil Country Tubular Limited
         (incorporated by reference to Exhibit No. 10.34 to Form 10-K, File
         1-13086, filed March 20, 1996).
10.14    Amended and Restated Lease Agreement dated May 3, 1996, between Baker
         Hughes Oilfield Operations, Inc. and Grant Prideco, Inc. (incorporated
         by reference to Exhibit No. 10.14 to Form 10-K, as amended by Form
         10-K/A, File 1-13086, filed March 24, 1997).

10.15    Asset Purchase Agreement dated as of June 21, 1996, by and between
         Energy Ventures, Inc. and Mallard Bay Drilling, Inc. and Noble
         Drilling (West Africa) Inc. and Noble Drilling Corporation
         (incorporated by reference to Exhibit No. 2.3 to Form 8-K, File
         1-13086, filed June 24, 1996).
+21.1    Subsidiaries of EVI, Inc.
23.1     Consent of Arthur Andersen LLP (incorporated by reference to Exhibit
         23.1 to the Form 10-K, File 1-13086, filed March 27, 1998).
27.1     Financial Data Schedule (incorporated by reference to Exhibit 27.1 to
         the Form 10-K, File 1-13086, filed March 27, 1998).

</TABLE>



---------------

*Management Contract or Compensatory Plan or Arrangement
+Filed herewith

As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not
filed with this Annual Report on Form 10-K certain instruments defining the
rights of holder of long-term debt of the Company and its subsidiaries because
the total amount of securities authorized under any of such instruments does
not exceed 10% of the total assets of the Company and its subsidiaries on a
consolidated basis.  The Company agrees to furnish a copy of any such
agreements to the Securities and Exchange Commission upon request.