<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13E4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 2
VARCO INTERNATIONAL, INC.
(NAME OF ISSUER)
VARCO INTERNATIONAL, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
922126107
(CUSIP NUMBER OF CLASS OF SECURITIES)
RICHARD A. KERTSON
VICE PRESIDENT-FINANCE
VARCO INTERNATIONAL, INC.
743 NORTH ECKHOFF STREET
ORANGE, CALIFORNIA 92668
(714) 978-1900
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
----------------
COPY TO:
LARRY M. MEEKS, ESQ.
PIRCHER, NICHOLS & MEEKS
1999 Avenue of the Stars
Los Angeles, California 90067
(310) 201-8900
----------------
MARCH 24, 1995
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
----------------
CALCULATION OF FILING FEE*
TRANSACTION VALUATION : $42,400,000 AMOUNT OF FILING FEE: $8,480
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: $8,480 FILING PARTY: VARCO INTERNATIONAL, INC.
FORM OR REGISTRATION NO.: 13E-4 DATE FILED: MARCH 24, 1995
- --------
* Based upon purchase of 5,300,000 Shares at the maximum tender offer price,
$8.00 per Share.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
AMENDMENT NO. 2
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
This Amendment No. 2, dated April 24, 1995, amends and supplements the
issuer Tender Offer Statement on Schedule 13E-4 filed with the Securities and
Exchange Commission on March 24, 1995, as amended, by Varco International, Inc.,
a California corporation (the "Company"), in connection with its offer to
purchase for cash up to 5,300,000 shares of its Common Stock at a purchase price
not greater than $8.00 per share nor less than $6.75 per share, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated March
24, 1995, (the "Offer to Purchase") and in the related Letter of Transmittal
(which together constitute the "Offer"), copies of which were filed as Exhibits
(a)(1) and (a)(2), respectively, to the original Schedule 13E-4 and incorporated
by reference therein, as follows:
The Company hereby files with this Amendment No. 2 a copy of the press
release which was released by the Company on April 24, 1995.
The following information amends and supplements the information previously
included in the Schedule 13E-4:
Item 8. ADDITIONAL INFORMATION.
The Offer expired at Midnight, New York City time, on Friday, April 21,
1995. The preliminary results of the Offer are as set forth in Exhibit (a)(10)
hereto.
Item 9. MATERIAL REQUIRED TO BE FILED AS EXHIBITS.
(a)(10) Press Release issued by the Company on April 24, 1995.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
VARCO INTERNATIONAL, INC.
/s/ RICHARD A. KERTSON
Dated: April 24, 1995 Name: Richard A. Kertson
Title: Vice President-Finance
<PAGE>
<TABLE>
<CAPTION>
PAGE IN
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED COPY
- ------- ----------- -------------
<C> <S> <C>
(a) (10) Press Release issued by the Company on April 24, 1995
</TABLE>
<PAGE>
NEWS BUREAU [LOGO OF VARCO INTERNATIONAL, INC]
- -----------
FOR IMMEDIATE RELEASE
VARCO ANNOUNCES PRELIMINARY RESULTS OF
DUTCH AUCTION SELF TENDER OFFER
ORANGE, CALIFORNIA, APRIL 24, 1995 - Varco International, Inc. (NYSE:VRC)
today announced that, based on a preliminary count by the depositary for its
"Dutch Auction" tender offer, the Company expects to purchase approximately
3,147,000 shares of its Common Stock from its shareholders at a price of $8.00
per share in accordance with the terms of the offer. The tender offer expired on
Friday, April 21, 1995 at Midnight, New York City time. The exact number of
shares to be purchased will be determined upon final review of the validity of
all tender documentation, which is expected to occur within approximately one
week.
Under the terms of the tender offer, which commenced on March 24, 1995, the
Company had offered to purchase up to 5,300,000 shares of its Common Stock a
purchase price not greater than $8.00 nor less than $6.75 per share. Because the
total number of shares tendered is less than the maximum number the Company had
offered to purchase, the Company expects to accept for purchase all shares
properly tendered, and therefore there will be no proration.
Payment for shares properly tendered and accepted will be made as soon as
practicable and, in the case of shares tendered by guaranteed delivery
procedures, promptly after timely delivery of shares and required documentation.
The funds necessary to purchase the shares tendered will come from cash
and cash equivalents and short term investments of the Company.
The shares to be purchased represent approximately 9.4% of the shares
outstanding immediately prior to the tender offer. After the purchase of the
shares pursuant to the offer, the Company will have approximately 30,295,000
shares of Common Stock outstanding.
The Company also announced that subsequent to the expiration of ten
business days following the date of termination of the tender offer, the Company
intends to recommence its Common Stock repurchase program originally announced
on May 26, 1994, which provides for the purchase of up to 1,000,000 shares of
Common Stock for an aggregate purchase price not exceeding $6,000,000. As of
January 5, 1995, the last date on which the Company purchased shares pursuant to
the repurchase program, the Company had repurchased 267,000 shares for an
aggregate purchase price of approximately $1,678,000, leaving approximately
$4,322,000 for the purchase of shares under the program.
Varco International, Inc. is a leader in the design and manufacture of
drilling equipment and machinery and rig instrumentation for oil and gas
drilling worldwide.
