<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
AMENDMENT TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Varco International Inc.
--------------------------------------------------------------------------------
(Name of the Issuer)
Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
922122 10 6
--------------------------------------------------------------------------------
(CUSIP Number)
SCF Partners
600 Travis, Suite 6600
Houston, Texas 77002
Attention: Anthony DeLuca
(713) 227-7888
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 2000
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
<PAGE> 2
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCF-III, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER --------------------------------------------------------------
OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,091,363
OWNED --------------------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,091,363
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,091,363
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
2
<PAGE> 3
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCF-II, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER --------------------------------------------------------------
OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,091,363
OWNED --------------------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,091,363
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,091,363
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
3
<PAGE> 4
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.O.S. Partners, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER --------------------------------------------------------------
OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,949,966
OWNED --------------------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,949,966
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,949,966
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
4
<PAGE> 5
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FGSI Partners, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER --------------------------------------------------------------
OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,844,793
OWNED --------------------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,844,793
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,844,793
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
5
<PAGE> 6
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCF Partners, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER --------------------------------------------------------------
OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,794,759
OWNED --------------------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,794,759
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,794,759
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
6
<PAGE> 7
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L.E. Simmons & Associates, Incorporated
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER --------------------------------------------------------------
OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 11,886,122
OWNED --------------------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,886,122
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,886,122
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
--------------------------------------------------------------------------------
7
<PAGE> 8
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L.E. Simmons
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
59,353
NUMBER --------------------------------------------------------------
OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 11,886,122
OWNED --------------------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 59,353
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,886,122
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,945,475
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
8
<PAGE> 9
ITEM 1. SECURITY AND ISSUER.
This Amendment to Schedule 13D (the "Amendment") relates to the common
stock, par value $.01 per share (the "Common Stock"), of Varco International,
Inc. a Delaware corporation (formerly Tuboscope Vetco International Corporation
and referred to herein as the "Issuer"). All of the securities of the Issuer
beneficially owned by the parties listed in Item 2 below are referred to herein
as the "Securities." The address of the principal executive offices of the
Issuer is 2835 Holmes Road, Houston, Texas, 77051.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment is filed jointly by SCF-III, L.P. ("SCF-III"), SCF-II,
L.P. ("SCF-II"), D.O.S. Partners, L.P. ("D.O.S. Partners"), FGSI Partners, L.P.
("FGSI Partners"), SCF Partners, L.P. ("SCF Partners"), L.E. Simmons &
Associates, Incorporated ("L.E. Simmons & Associates") and L.E. Simmons. This
Amendment amends and restates the initial statement on Schedule 13D filed by
SCF-III, SCF-II, L.E. Simmons & Associates, L.E. Simmons and D.O.S. Ltd on
January 19, 1996, as amended to date, through the date hereof.
SCF-III is a limited partnership organized under the laws of the State
of Delaware. SCF-III's principal business is to invest in the capital stock and
other securities of entities engaged in the oil field service and equipment
industry (including new corporations or other entities formed to purchase the
assets of existing businesses). The limited partners of this limited partnership
are U.S. and foreign institutional investors, including certain tax exempt
entities. The address of the principal business and principal office of SCF-III
is 6600 Chase Tower, Houston, TX 77002.
SCF-II is a limited partnership organized under the laws of the State
of Delaware and is the sole general partner of SCF-III. SCF-II's principal
business is to serve as the general partner of investment limited partnerships.
As general partner of such limited partnerships (including SCF-III), SCF-II
identifies potential investment opportunities, assists such limited partnerships
in acquiring investments, monitors and then periodically reports on the
investments, identifies and seeks to implement strategies to enhance or protect
the value of the investments, and assists in the liquidation, sale or exchange
of the investments when such is deemed appropriate. SCF-II has the same business
address and principal office as SCF-III.
D.O.S. Partners is a limited partnership organized under the laws of
the state of Delaware. D.O.S. Partners' principal business is to invest in the
capital stock and other securities of entities engaged in the oil field service
and equipment industry (including new corporations or other entities formed to
purchase the assets of existing businesses). The limited partners of this
limited partnership are U.S. and foreign institutional investors, including
certain tax exempt entities. D.O.S. Partners has the same business address and
principal office as SCF-III.
FGSI Partners, L.P. is a limited partnership organized under the laws
of the state of Delaware. FGSI Partners' principal business is to invest in the
capital stock and other securities of entities
9
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engaged in the oil field service and equipment industry (including new
corporations or other entities formed to purchase the assets of existing
businesses). The limited partners of this limited partnership are U.S. and
foreign institutional investors, including certain tax exempt entities. FGSI
Partners has the same business address and principal office as SCF-III.
SCF Partners is a limited partnership organized under the laws of the
State of Delaware and is the sole general partner of D.O.S. Partners and FGSI
Partners. SCF Partners' principal business is to serve as the general partner of
investment limited partnerships. As general partner of such limited partnerships
(including D.O.S. Partners and FGSI Partners), SCF Partners identifies potential
investment opportunities, assists such limited partnerships in acquiring
investments, monitors and then periodically reports on the investments,
identifies and seeks to implement strategies to enhance or protect the value of
the investments, and assists in the liquidation, sale or exchange of the
investments when such is deemed appropriate. SCF Partners has the same business
address and principal office as SCF-III.
L.E. Simmons & Associates is a corporation formed under the laws of the
State of Delaware and is the sole general partner of SCF-II and SCF Partners and
has the same business address and principal office as SCF-III. The principal
business of L.E. Simmons & Associates is to seek and manage equity and similar
investments in companies in the energy services industry. The directors of L.E.
Simmons & Associates are Russell Hawkins, James D. Woods and L.E. Simmons, who
is also its President and sole stockholder. Mr. Hawkins, Mr. Woods and Mr.
Simmons are citizens of the United States. Mr. Hawkins' and Mr. Simmons'
principal business addresses are the same as SCF-III. Mr. Woods' principal
business address is 600 Travis, Suite 6602, Houston, Texas 77002. Mr. Simmons'
and Mr. Hawkins' principal occupation is investment management. Mr. Woods'
principal occupation is serving as an advisor and consultant for several
businesses. Mr. Simmons and Mr. Woods presently serve as members of the Issuer's
Board of Directors.
The name, business address, citizenship, present principal occupation
or employment of each director and executive officer of L.E. Simmons &
Associates are set forth on Schedule I hereto. Except as set forth above there
are no other (i) directors of L.E. Simmons & Associates, (ii) executive officers
of L.E. Simmons & Associates, (iii) persons who control L.E. Simmons &
Associates or (iv) executive officers or directors of any corporation or other
person that is ultimately in control of L.E. Simmons & Associates.
During the past five years, none of the foregoing parties or the
persons listed on Schedule I has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). None of the foregoing
parties or the persons listed on Schedule I is, and during the last five years
none of such parties or the persons listed on Schedule I has been, party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violations with respect to such laws.
10
<PAGE> 11
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
SCF-III purchased 4,200,000 shares of Common Stock and warrants to
purchase 2,533,000 shares of Common Stock for aggregate consideration of
$31,000,000 pursuant to a Subscription Agreement dated as of January 3, 1996
between SCF-III and the Issuer (the "Subscription Agreement"). SCF-III obtained
the consideration required under the Subscription Agreement from its limited
partners in the form of capital contributions. The Subscription Agreement is
incorporated herein in its entirety by reference to Exhibit A hereto.
D.O.S. Partners acquired beneficial ownership of 5,366,417 shares of
Common Stock through the conversion of 11,553,106 shares of common stock of
D.O.S. Ltd., a Bermuda corporation, pursuant to the merger (the "D.O.S. Merger")
consummated on April 24, 1996 pursuant to an Agreement and Plan of Merger dated
as of January 3, 1996 among the Issuer, Grow Acquisition Limited, a wholly-owned
subsidiary of the Issuer, and D.O.S. Ltd. (the "D.O.S. Merger Agreement"). The
D.O.S. Merger Agreement is incorporated herein in its entirety by reference to
Exhibit B hereto. Subsequent to consummation of the D.O.S. Merger, D.O.S. Ltd.
was liquidated.
FGSI Partners acquired beneficial ownership of 1,999,999 shares of
Common Stock through the conversion of 47,791.15 shares of common stock of Fiber
Glass Systems, Inc, a Texas corporation ("Fiber Glass Systems"), pursuant to the
merger (the "FGSI Merger" and together with the D.O.S. Merger, the "Mergers")
consummated on March 7, 1997, pursuant to an Agreement and Plan of Merger dated
as of March 7, 1997 among the Issuer, FGS Acquisition Corp., a wholly-owned
subsidiary of Fiber Glass Systems, and Fiber Glass Systems (the "FGSI Merger
Agreement"). The FGSI Merger Agreement is incorporated herein in its entirety by
reference to Exhibit C hereto. Subsequent to the consummation of the FGSI
Merger, Fiber Glass Systems was liquidated.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisitions of the Securities by SCF-III, D.O.S. Partners, FGSI
Partners and L.E. Simmons were made for investment purposes. SCF-III, D.O.S.
Partners, FGSI Partners and L.E. Simmons intend to review their investments in
the Securities of the Issuer on a continuing basis and, depending upon the price
of, and other market conditions relating to, the Securities, subsequent
developments affecting the Issuer, the Issuer's business and prospects, other
investment and business opportunities available to SCF-III, D.O.S. Partners,
FGSI Partners and L.E. Simmons, general stock market and economic conditions,
tax considerations and other factors deemed relevant, L.E. Simmons may decide to
increase or decrease the size of his investment in the Issuer, SCF-III, D.O.S.
Partners and FGSI Partners (which are closed partnerships and have no ability to
increase their respective investments in the Issuer) may decide to decrease the
size of their respective investments and may elect to the extent permitted by
law to distribute all or a portion of their respective Securities to their
respective partners.
11
<PAGE> 12
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b). Based upon information provided by the Issuer,
approximately 94,591,046 shares of the Issuer's Common Stock were issued and
outstanding as of December 31, 2000.
SCF-III directly beneficially owns 5,091,363 shares of Common Stock.
SCF-III shares voting and investment power respecting such 5,091,363 shares,
which constitute approximately 5.4% of the outstanding Common Stock of the
Issuer, with SCF-II, L.E. Simmons & Associates and L.E. Simmons.
SCF-II does not directly own any securities of the Issuer, but, because
it is the sole general partner of SCF-III, it may be deemed to beneficially own,
and share voting and investment power respecting, all of the securities of the
Issuer beneficially owned by SCF-III. As a result, it may be deemed to
beneficially own 5,091,363 shares of Common Stock, which shares constitute
approximately 5.4% of the outstanding Common Stock of the Issuer.
D.O.S. Partners directly beneficially owns 4,949,966 shares of Common
Stock. D.O.S. Partners shares voting and investment power respecting such
4,949,966 shares, which constitute approximately 5.2% of the outstanding Common
Stock of the Issuer, with SCF Partners, L.E. Simmons & Associates and L.E.
Simmons.
FGSI Partners directly beneficially owns 1,844,793 shares of Common
Stock. FGSI Partners shares voting and investment power respecting such
1,844,793 shares, which constitute approximately 2.0% of the outstanding Common
Stock of the Issuer, with SCF Partners, L.E. Simmons & Associates and L.E.
Simmons.
SCF Partners does not directly own any securities of the Issuer, but
because it is the sole general partner of D.O.S. Partners and FGSI Partners, it
may be deemed to beneficially own, and share voting and investment power
respecting, all of the securities of the Issuer beneficially owned by D.O.S.
Partners and FGSI Partners. As a result, it may be deemed to beneficially own
6,794,759 shares of Common Stock, which constitute approximately 7.2% of the
Common Stock of the Issuer.
L.E. Simmons & Associates does not directly own any securities of the
Issuer, but, because it is the sole general partner of SCF-II and SCF Partners,
it may be deemed to beneficially own, and share voting and investment power
respecting, all of the securities of the Issuer beneficially owned by SCF-II and
SCF Partners. As a result, it may be deemed to beneficially own 11,886,122
shares of Common Stock, which constitute approximately 12.6% of the outstanding
Common Stock of the Issuer.
L.E. Simmons may be deemed to beneficially own 11,945,475 shares of
Common Stock, which constitute approximately 12.6% of the Common Stock of the
Issuer. Mr. Simmons directly beneficially owns 55,100 shares of Common Stock.
Mr. Simmons has sole voting and dispositive power respecting such 55,100 shares,
which constitute less than 1% of the outstanding Common Stock
12
<PAGE> 13
of the Issuer. Mr. Simmons is deemed to beneficially own an additional 4,253
shares of Common Stock which may be acquired within 60 days pursuant to the
exercise of stock options. Mr. Simmons has sole voting and dispositive power
respecting such 4,253 shares, which constitute less than 1% of the outstanding
Common Stock of the Issuer. Additionally, because Mr. Simmons is the sole
stockholder of L.E. Simmons & Associates, he may be deemed to beneficially own,
and share voting and investment power respecting, all of the securities of the
Issuer owned by L.E. Simmons & Associates Incorporated. As a result, Mr. Simmons
may be deemed to beneficially own an additional 11,886,122 shares of Common
Stock.
(c). On December 27, 2000, SCF-III, D.O.S. Partners and FGSI Partners
sold 428,345 shares, 416,449 shares and 155,206 shares of Common Stock,
respectively, in each case for $20.575 per share in a transaction directly with
a market maker. Other than the foregoing transaction, no person identified in
response to Item 5 above has effected any transactions in the Common Stock of
the Issuer during the preceding sixty days.
(d) and (e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
In connection with SCF-III's entering into the Subscription Agreement,
D.O.S. Ltd. agreed to pay SCF-III a fee of $1.9 million upon the consummation of
the D.O.S. Merger and the transactions contemplated by the Subscription
Agreement. D.O.S. Ltd. also retained L.E. Simmons & Associates as one of its
financial advisors in connection with the D.O.S. Merger. Upon consummation of
the D.O.S. Merger, L.E. Simmons & Associates received a fee of $2.0 million.
Such fees received by L.E. Simmons & Associates will be credited against
management fees owed by the limited partners of SCF-III to SCF-II, the general
partner of SCF-III.
In connection with the execution of the D.O.S. Merger Agreement,
SCF-III and D.O.S. Partners entered into a Registration Rights Agreement (the
"D.O.S. Registration Rights Agreement") among the Issuer, SCF-III, D.O.S.
Partners, Panmell (Holdings) Ltd., Actinium Holding Corporation and Kadoorie
McAulay International Ltd. pursuant to which SCF-III and D.O.S. Partners have
the right, subject to certain restrictions, to demand registration of their
shares of Common Stock by and at the expense of the Issuer on one occasion and
will also be entitled to "piggy back" registration rights, subject to certain
restrictions, in offerings initiated by the Issuer. The form of D.O.S.
Registration Rights Agreement is attached as Exhibit B to the D.O.S. Merger
Agreement which is incorporated herein by reference to Exhibit A hereto. The
D.O.S. Registration Rights Agreement is incorporated herein in its entirety by
reference to Exhibit A hereto.
In connection with the execution of the FGSI Merger Agreement, FGSI
Partners entered into a Registration Rights Agreement (the "FGSI Registration
Rights Agreement") among the Issuer, FGSI Partners, Gholamhossein Arian Nejad,
Steven A. Heintz and VOS Groep, B.V. pursuant to which FGSI Partners is entitled
to "piggy back" registration rights, subject to certain restrictions, in
offerings initiated by the Issuer. The form of FGSI Registration Rights
Agreement is attached as Exhibit B to
13
<PAGE> 14
the FGSI Merger Agreement which is incorporated herein by reference to Exhibit C
hereto. The Registration Rights Agreement is incorporated herein in its entirety
by reference to Exhibit C hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT A Subscription Agreement dated as of January 3, 1996 between
the Issuer (formerly Tuboscope Vetco International Corporation
and SCF-III, L.P. (incorporated herein by reference to Exhibit
99.1 to the Current Report on Form 8-K filed by the Issuer on
January 16, 1996).
EXHIBIT B Agreement and Plan of Merger dated as of January 3, 1996
among the Issuer (formerly Tuboscope Vetco International
Corporation, Grow Acquisition Limited and D.O.S. Ltd.
(incorporated herein by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by the Issuer on January 16,
1996).
EXHIBIT C Agreement and Plan of Merger by and among the Issuer (formerly
Tuboscope Vetco International Corporation), FGS Acquisition
Corp. and Fiber Glass Systems, Inc.
EXHIBIT D Joint Filing Agreement among SCF-III, L.P., SCF-II, L.P.,
D.O.S. Partners, L.P., FGSI Partners, L.P., SCF Partners,
L.P., L.E. Simmons & Associates, Incorporated and L.E.
Simmons.
14
<PAGE> 15
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 4, 2001
SCF-III, L.P.
By: SCF-II, L.P.
By: L.E. Simmons & Associates, Incorporated
By: /s/ L.E. Simmons
-------------------------------------
L.E. Simmons, President
SCF-II, L.P.
By: L.E. Simmons & Associates, Incorporated
By: /s/ L.E. Simmons
-------------------------------------
L.E. Simmons, President
D.O.S. PARTNERS, L.P.
By: SCF Partners, L.P.
By: L.E. Simmons & Associates, Incorporated
By: /s/ L.E. Simmons
-------------------------------------
L.E. Simmons, President
FGSI PARTNERS, L.P.
By: SCF Partners, L.P.
By: L.E. Simmons & Associates, Incorporated
By: /s/ L.E. Simmons
-------------------------------------
L.E. Simmons, President
SCF PARTNERS, L.P.
By: L.E. Simmons & Associates, Incorporated
By: /s/ L.E. Simmons
-----------------------------------------
L.E. Simmons, President
L.E. SIMMONS & ASSOCIATES, INCORPORATED
By: /s/ L.E. Simmons
---------------------------------------------
L.E. Simmons, President
L.E. SIMMONS
/s/ L.E. Simmons
------------------------------------
L.E. Simmons, individually
15
<PAGE> 16
SCHEDULE I
LIST OF DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION CITIZENSHIP PRINCIPAL OCCUPATION
---------------- -------- ----------- --------------------
<S> <C> <C> <C>
Mr. L. E. Simmons Director, Chairman and
SCF Partners President U.S. Investment Management
600 Travis Street, Suite 6600
Houston, TX 77002
Mr. Russell B. Hawkins Director U.S. Investment Management
600 Travis Street, Suite 6600
Houston, TX 77002
Mr. James D. Woods Director U.S. Consultant
600 Travis Street, Suite 6602
Houston, Texas 77002
Mr. David C. Baldwin Managing Director U.S. Investment Management
SCF Partners
600 Travis Street, Suite 6600
Houston, TX 77002
Mr. Anthony F. DeLuca Managing Director U.S. Investment Management
SCF Partners
600 Travis Street, Suite 6600
Houston, TX 77002
Mr. Andrew L. Waite Managing Director U.S. Investment Management
SCF Partners
600 Travis Street, Suite 6600
Houston, TX 77002
Ms. Shannon E. Shelton Secretary U.S. Manager of Administration
SCF Partners
600 Travis Street, Suite 6600
Houston, TX 77002
</TABLE>
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EXHIBIT INDEX
EXHIBIT A Subscription Agreement dated as of January 3, 1996 between
the Issuer (formerly Tuboscope Vetco International Corporation
and SCF-III, L.P. (incorporated herein by reference to Exhibit
99.1 to the Current Report on Form 8-K filed by the Issuer on
January 16, 1996).
EXHIBIT B Agreement and Plan of Merger dated as of January 3, 1996
among the Issuer (formerly Tuboscope Vetco International
Corporation, Grow Acquisition Limited and D.O.S. Ltd.
(incorporated herein by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by the Issuer on January 16,
1996).
EXHIBIT C Agreement and Plan of Merger by and among the Issuer (formerly
Tuboscope Vetco International Corporation), FGS Acquisition
Corp. and Fiber Glass Systems, Inc.
EXHIBIT D Joint Filing Agreement among SCF-III, L.P., SCF-II, L.P.,
D.O.S. Partners, L.P., FGSI Partners, L.P., SCF Partners,
L.P., L.E. Simmons & Associates, Incorporated and L.E.
Simmons.
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