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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): NOVEMBER 13, 2000
GRANT PRIDECO, INC.
(Exact name of registrant as specified in charter)
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Delaware 001-15423 76-0312499
(State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
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1450 Lake Robbins Drive, Suite 600
The Woodlands, Texas 77038
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (281) 297-8500
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Certain Information that may be disclosed to prospective purchasers
in a proposed private placement of senior debt securities.
ITEM 9. REGULATION FD DISCLOSURE
We are pursuing a $200 million private placement of senior notes (1) to
repay the $100 million subordinated note to Weatherford International Inc, (2)
to repay indebtedness outstanding under our existing credit facility and (3) for
general working capital purposes. The notes will be sold in a private placement
and resold by the initial purchasers under Rule 144A of the Securities Act of
1933 and will be made only to qualified institutional buyers and to investors in
transactions exempt from registration under Regulation S under the Securities
Act. In connection with the offering of senior notes, we anticipate disclosing
to prospective purchasers of the senior notes certain information. We have
elected to provide certain of this information in this Current Report on Form
8-K as Exhibit 99.1 for informational purposes. None of the information
contained in this Form 8-K or the exhibit hereto should be deemed to be filed
under the Securities Exchange Act of 1934 or incorporated by reference into any
other filings we have made or may make pursuant to the Securities Act of 1933 or
into any other documents unless such portion of this Current Report on Form 8-K
is expressly and specifically identified in such filing as being incorporated by
reference therein.
No assurance can be made that the private placmenet of senior notes
will be completed. The private placement of senior notes is presently expected
to be completed at the end of the beginning of December.
The senior notes have not been registered under the Securities Act and
may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. This current report on
Form 8-K does not constitute an offer to sell or the solicitation of an offer to
buy any security and shall not constitute an offer, solicitation or sale of any
securities in any jurisdiction in which such offer or sale would be unlawful.
This current report on Form 8-K together with the information attached
as an exhibit hereto, includes "forward-looking statements," as defined in the
Private Securities Litigation Reform Act of 1995, reflecting management's
current analysis and expectations, based on reasonable assumptions. Although we
believe that our plans, intentions and expectations reflected in or suggested by
such forward-looking statements are reasonable, actual results, including the
timing of the offering and the proceeds anticipated therefrom, among others,
could differ materially depending on factors discussed in reports filed with the
Securities and Exchange Commission. In addition to the information contained in
this Form 8-K, you also should refer to factors set forth in our Form 10-Qs and
Registration Statement on Form 10 for factors and risks that could cause our
actual results to differ from out forward-looking statements. This paragraph is
included to provide safe harbor for forward-looking statements, which are not
required to be publicly revised as circumstances change.
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SIGNATURES
Pursuant to the requirements 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.
GRANT PRIDECO, INC.
Date: November 13, 2000 /s/ Philip A. Choyce
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Philip A. Choyce
Vice President and
Associate General Counsel
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Exhibit Index
99.1 Certain Information Provided to Prospective Purchasers in Proposed
Private Placement of Senior Debt Securities.
