<PAGE>
Filed by Varco International, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Varco International, Inc.
Commission File No.: 1-8158
<PAGE>
[Form of response to shareholder e-mails]
Dear Valued Varco Shareholder:
Thank you for your e-mail regarding the proposed merger of Varco International,
Inc. and Tuboscope Inc.
By now you should have received your 1999 annual report and a letter from George
Boyadjieff, Varco's Chairman and CEO, that provides an overview of the expected
strategic benefits of the proposed merger.
As stated in George's letter, "We believe that this transaction will create
significant long-term value by enabling the combined company to provide a
broader offering of equipment and services on both land and offshore rigs and
from drilling through well remediation. The addition of Tuboscope's service
oriented businesses should greatly enhance Varco's earnings profile in the early
part of the oil industry business cycle, as our equipment business historically
benefits from new rig orders which tend to occur in the latter half of the
cycle. The result should be a longer period of sustained peak earnings.
The combination of the two companies' solids control businesses will give Varco
a market leading position in this sector, significantly accelerating our own
expansion plans for this group. In addition, this merger strategically adds
coiled tubing drilling technology to our industry leading drilling equipment
portfolio. This combination should result in strong revenue and earnings growth
as we develop new products and expand services across the full breadth of
activity in the oilfield service industry. Your Board of Directors and
management team are committed to creating long-term value for shareholders.
While you will be asked to vote for the conversion of your shares in Varco into
shares of Tuboscope as part of the merger, the combined company will be known as
Varco International, Inc., and will continue to trade on the NYSE under the
ticker "VRC", and I will continue in the roles of Chairman and Chief Executive
Officer. The two companies share complementary strategic objectives and a
compatible vision for the future of our industry and for our new company. With
the recent upturn in oil prices and associated drilling activity, the timing of
this transaction is fortuitous, and I anticipate that the tremendous benefits of
this merger will soon translate into enhanced shareholder value."
You will be receiving a joint proxy statement/prospectus relating to the merger.
Please read it carefully since it will contain more detailed information
regarding the proposed merger.
You are a valued shareholder and your concerns and issues are very important to
us. We appreciate you taking the time to send us an e-mail. Please rest
assured that our objective is always to increase our shareholders' value.
Sincerely,
Wallace K. Chan
Vice President Finance and
Chief Financial Officer
2
<PAGE>
The foregoing communication contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The forward-looking statements are those that
do not state historical facts and are inherently subject to risks and
uncertainties. The forward-looking statements contained herein are based on
current expectations and entail various risks and uncertainties that could cause
actual results to differ materially from those projected in the forward-looking
statements. Such risks and uncertainties include, among others, the cyclical
nature of the oilfield services industry, risks associated with the company's
significant foreign operations, compliance with environmental laws, risks
associated with growth through acquisitions and other factors discussed in each
company's Annual Report on Form 10-K.
Investors and security holders of both Varco and Tuboscope are urged to read the
joint proxy statement/prospectus regarding the business combination transaction
referred to in the foregoing information, when it becomes available, because it
will contain important information. The joint proxy statement/prospectus will
be filed with the Securities and Exchange Commission (the "Commission") by Varco
and Tuboscope. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus (when it is available) and other documents
filed by Varco and Tuboscope with the Commission at the Commission's Web site at
www.sec.gov. The joint prospectus and these other documents may also be
- -----------
obtained free from Varco by directing a request to Varco International, Inc.,
743 North Eckhoff Street, Orange, CA 92868, Attention: Donald L. Stichler,
Vice-President, Controller-Treasurer and Secretary, telephone: (714) 978-1900;
e-mail: [email protected]; or from Tuboscope by directing a request
----------------------------
to Tuboscope Inc., 2835 Holmes Road, Houston, Texas 77051, Attention: James F.
Maroney, III, Vice President, General Counsel and Secretary, telephone: (713)
799-5100.
Varco and its officers and directors may be deemed to be participants in the
solicitation of proxies from Varco's shareholders with respect to the proposed
merger and related transactions. Information regarding such officers and
directors is included in Varco's Schedule 13D relating to its beneficial
ownership of Tuboscope common stock filed with the Commission on April 3, 2000.
This document is available free of charge at the Commission's Web site at
www.sec.gov and from the Varco contact referred to above.
- -----------
Tuboscope and its officers and directors may be deemed to be participants in the
solicitation of proxies from Tuboscope's stockholders with respect to the
proposed merger and related transactions. Information regarding such officers
and directors is included in Tuboscope's Schedule 13D relating to its beneficial
ownership of Varco common stock filed with the Commission on April 3, 2000.
This document is available free of charge at the Commission's Web site at
www.sec.gov and from the Tuboscope contact referred to above.
- -----------
3
