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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A-1
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 001-11963
Dailey International Inc.
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(See table of additional Registrants on the following page)
(Exact Name of Registrant as specified in its Charter)
Delaware 76-0503351
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2507 North Frazier, Conroe, Texas 77303
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(Address of Principal Executive Officers) (Zip Code)
281/350/3399
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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
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Number of shares outstanding of issuer's Class A Common Stock as of May 14, 1999
was 5,129,004. The Company has 5,000,000 shares of Class B Common Stock
outstanding.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable
ITEM 2. CHANGES IN SECURITIES
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The filing of the petitions for relief under Chapter 11 of the
Bankruptcy Code contemplated by the acquisition agreement between the
Company and Weatherford dated May 21, 1999, will constitute an event of
default under the terms of the Indenture governing the Senior Notes.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operation - Proposed Acquisition".
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
On May 21, 1999, the Company announced that it and certain of its
subsidiaries had entered into an acquisition agreement with
Weatherford. See "Management's Discussion and Analysis of Financial
Condition and Results of Operation - Proposed Acquisition." For
additional information concerning this proposed acquisition, see the
Press Release issued by the Company on May 21, 1999, filed as Exhibit
99.1 to this Quarterly Report on Form 10-Q.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
99.1 Press Release dated May 21, 1999 announcing the execution of
the Acquisition Agreement between Weatherford, the Company
and certain of its subsidiaries.
(b) Reports on Form 8-K. During the fiscal quarter for which this
Quarterly Report on Form 10-Q is being filed, the Company filed no
Current Reports on Form 8-K.
18
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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.
DAILEY INTERNATIONAL INC.
By: /s/ JOHN BEARD
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John Beard
Interim Chief Financial Officer
(Principal Accounting Officer)
By: /s/ WILLIAM D. SUTTON
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Senior Vice President, General
Counsel and Secretary
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
27* Financial Data Schedule
99.1 Press Release of the Company dated May
21, 1999.
______
* Previously Filed
</TABLE>
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EXHIBIT 99.1
NEWS RELEASE EASTERLY
INVESTOR RELATIONS
FOR IMMEDIATE RELEASE Contacts: Jean Davenport, I.R. Manager
Dailey International Inc.
[email protected]
409-523-4705
Ken Dennard / Lisa Elliott
Easterly Investor Relations
[email protected]
713-529-6600
DAILEY INTERNATIONAL INC. ANNOUNCES
SIGNING OF ACQUISITION AGREEMENT WITH WEATHERFORD INTERNATIONAL, INC.
May 21, 1999, Conroe, Texas -- Dailey International Inc. (OTCBB:DALY)
announced today that it has entered into an agreement to be acquired by
Weatherford International, Inc., a Houston-based oilfield products and services
company. The terms of the acquisition contemplate the issuance of shares of
Weatherford common stock having a market value of $195 million. The terms of the
acquisition are set forth in an Acquisition Agreement between the Company and
Weatherford which was signed on May 21, 1999. Under the agreement, the Company's
outstanding $275 million senior note indebtedness would be exchanged pro rata
for $185 million in Weatherford stock. All outstanding equity securities held by
the Company's equity security holders would be exchanged for $10 million in
Weatherford stock that would be shared pro rata based on share ownership. The
value of the Weatherford common stock would be fixed as of the date of the
consummation of the acquisition and will be based on an average closing sale
price calculation over a 10 trading-day period preceding the date of
consummation. The acquisition agreement contemplates the filing by Dailey and
eight of its domestic subsidiaries in the United States Bankruptcy Court for the
District of Delaware of petitions for relief under Chapter 11 of the Bankruptcy
Code, along with a plan of reorganization and a disclosure statement, that will
implement the financial restructuring. The closing of the acquisition is subject
to a number of conditions, including bankruptcy court approvals and requisite
regulatory approvals. Dailey expects to file the petition in bankruptcy along
with the plan of reorganization and disclosure statement by June 1, 1999. The
plan has been agreed to by the holders of approximately $225 million (82%) of
the outstanding principal amount of the Company's senior notes and more than 50%
of the Company's common stock. The agreement provides that the plan of
reorganization will contemplate the payment of all trade creditors' claims as
and when they come due in the ordinary course of business or in full on the
effective date of the plan. This press release is not to be considered an offer
with respect to any securities or solicitation of offers to purchase a security.
Such an offer or solicitation will be made only in compliance with all
applicable securities laws and other applicable federal law.
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Certain statements included above which are not statements of
historical fact are intended to be, and are hereby identified as,
"forward-looking statements" as defined in the Securities Exchange Act of 1934,
as amended, and involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among other things, the success or failure of the Company in implementing its
business and operational strategies while subject to the reorganization
proceedings; and the ability of the Company to conclude a judicially-approved
restructuring of its obligations with its creditors on the terms discussed
above.
Dailey International is a leading provider of specialty
drilling equipment and services to the oil and gas industry
and designs, manufactures and rents proprietary downhole tools
[DAILEY LOGO] for oil and gas drilling and workover applications worldwide.
Weatherford International, Inc. is one of the world's largest
providers of equipment and services used for the exploration
and production of oil and natural gas.
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