FORM 4 OMB APPROVAL
OMB Number: 3235-0287
[ ] Check this box if no longer Expires: September 30, 1998
subject to Section 16. Form 4 or Estimated average burden
Form 5 obligations may hours per response...0.5
continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
DLJ Merchant Banking II, Inc.
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(Last) (First) (Middle)
277 Park Avenue
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(Street)
New York NY 10172
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(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
W-H Energy Services, Inc. (WHES)
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3. IRS or Social Security
Number of Reporting
Person (Voluntary)
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4. Statement for
Month/Year
10/00
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5. If Amendment
Date of Original
(Month/Year)
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
------ ------
Officer (give Other (specify
------ title below) ------ below)
---------------------------------
7. Individual or Joint/Group Filing (Check Applicable
Line)
Form filed by One Reporting Person
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X Form filed by More than One Reporting Person
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<PAGE>
<TABLE>
Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
<CAPTION>
1. Title of Security (Instr. 3) 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature
action action or Disposed of (D) Securities ship of
Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirect
(Instr. 8) Owned at Direct Bene-
End of Month (D) or ficial
(Month/ (Inst. 3 Indirect Owner-
Day/ (A or and 4) (I) ship
Year) Code V Amount (D) Price (Instr. 4) (Instr.4)
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 10/16/00 C 1,873,675 A 1,873,675 D (1)(13)(16)
(18)(19)
Common Stock 10/16/00 C 74,612 A 74,612 D (2)(13)(16)
(18)(19)
Common Stock 10/16/00 C 92,134 A 92,134 D (3)(13)(16)
(18)(19)
Common Stock 10/16/00 C 109,558 A 109,558 D (4)(14)(16)
(18)(19)
Common Stock 10/16/00 C 40,688 A 40,688 D (5)(14)(16)
(18)(19)
Common Stock 10/16/00 C 275,710 A 275,710 D (6)(16)(18)
(19)
Common Stock 10/16/00 C 30,293 A 30,293 D (7)(13)(16)
(18)(19)
Common Stock 10/16/00 C 5,907 A 5,907 D (8)(13)(16)
(18)(19)
Common Stock 10/16/00 C 8,415 A 8,415 D (9)(15)(18)
(19)
Common Stock 10/16/00 C 49,565 A 49,565 D (10)(17)
(18)(19)
Common Stock 10/16/00 C 410,282 A 410,282 D (11)(15)
(18)(19)
Common Stock 10/16/00 C 3,597 A 3,597 D (12)(15)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96)
</TABLE>
Page 1 of 9
<PAGE>
<TABLE>
FORM 4 (continued) Table II--Derivative Securities Acquired, Disposed of, or
Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<CAPTION>
1. Title of Deriva- 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date 7. Title and 8. Price 9. Number 10. Owner- 11. Nature
tive Security sion or action action Deriva- Exer- Amount of of De- ship of
Security Exer- Date Code tive cisable of Under- Deriv- rivative Form In-
(Instr. 3) cise (Month/ (Instr. Securi- and lying ative Secur- of De- direct
Price Day/ 8) ties Expira- Securi- Secur- ities rivative Benefi-
of Year) Acquired tion ties ity Bene- Secur- cial
Deri- (A) or Date (Instr. (Instr. ficially ity: Owner-
vative Disposed (Month/ 3 and 5) Owned Direct(D) ship
Secur- of (D) Day/ 4) at End or In- (Instr.
ity (Instr. Year) of direct 4)
3, 4 and Month (I)
5) (Instr. (Instr.
4) 4)
Amount
or
Date Expi- Number
Exer- ration of
Code V (A) (D) cisable Date Title Shares
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Warrant for the 10/16/00 C 90,792 Immed. 03/26/11 Class A 90,792 -0- D (1)(13)
Purchase of Shares Common (16)(18)
of Class A Common Stock (19)
Stock
Warrant for the 10/16/00 C 3,616 Immed. 03/26/11 Class A 3,616 -0- D (2)(13)
Purchase of Shares Common (16)(18)
of Class A Common Stock (19)
Stock
Warrant for the 10/16/00 C 4,465 Immed. 03/26/11 Class A 4,465 -0- D (3)(13)
Purchase of Shares Common (16)(18)
of Class A Common Stock (19)
Warrant for the 10/16/00 C 5,308 Immed. 03/26/11 Class A 5,308 -0- D (4)(14)
Purchase of Shares Common (16)(18)
of Class A Common Stock (19)
Warrant for the 10/16/00 C 1,971 Immed. 03/26/11 Class A 1,971 -0- D (5)(14)
Purchase of Shares Common (16)(18)
of Class A Common Stock (19)
Warrant for the 10/16/00 C 13,359 Immed. 03/26/11 Class A 13,359 -0- D (6)(16)
Purchase of Shares Common (18)(19)
of Class A Common Stock
Stock
Warrant for the 10/16/00 C 1,468 Immed. 03/26/11 Class A 1,468 -0- D (7)(13)
Purchase of Shares Common (16)(18)
of Class A Common Stock (19)
Warrant for the 10/16/00 C 286 Immed. 03/26/11 Class A 286 -0- D (8)(13)
Purchase of Shares Common (16)(18)
of Class A Common Stock (19)
Warrant for the 10/16/00 C 408 Immed. 03/26/11 Class A 408 -0- D (9)(15)
Purchase of Shares Common (18)(19)
of Class A Common Stock
Warrant for the 10/16/00 C 2,402 Immed. 03/26/11 Class A 2,402 -0- D (10)(17)
Purchase of Shares Common (18)(19)
of Class A Common Stock
Page 2 of 9
<PAGE>
Warrant for the 10/16/00 C 19,881 Immed. 03/26/11 Class A 19,881 -0- D (11)(15)
Purchase of Shares Common (18)(19)
of Class A Common Stock
Warrant for the 10/16/00 C 175 Immed. 03/26/11 Class A 175 -0- D (12)(15)
Purchase of Shares Common (18)(19)
of Class A Common Stock
Stock
</TABLE>
Explanation of Responses:
In connection with the Issuer's initial public offering of common stock, the
Issuer adopted a recapitalization plan whereby, among other things, the Issuer
(i) reclassified all of its Class A Common Stock and Class B Common Stock into
a single class of Common Stock, $0.0001 par value per share (the "Common
Stock"), (ii) effected a 33-for-1 stock split of the Common Stock and (iii)
exchanged the Warrants reflected in Table II for the shares of Common Stock
reflected in Table I.
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations DLJ MERCHANT BANKING See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). II,
INC.
DLJ MERCHANT BANKING
II, INC.
/s/ Ivy Dodes November 10, 2000
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Name: Ivy Dodes Date
Title: Principal
Note: File three copies of this Form, one of which must be manually signed. If
space provided is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
SEC 1474 (7-96)
Page 3 of 9
<PAGE>
ATTACHMENT A
REPORTING PERSONS AND SIGNATURES
COMPANY ADDRESS
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AXA ASSURANCES I.A.R.D. MUTUELLE 370, rue Saint Honore
75001 Paris, France
AXA ASSURANCES VIE MUTUELLE Same as above
AXA COURTAGE ASSURANCE MUTUELLE 26, rue Louis-le-Grand
75002 Paris, France
AXA CONSEIL VIE ASSURANCE MUTUELLE 370, rue Saint Honore
75001 Paris, France
FINAXA 23, avenue Matignon
75008 Paris, France
are Reporting Persons through their
interest in the following entity:
AXA 25, avenue Matignon
75008 Paris, France
is a Reporting Person through its
interest in AXA Financial, Inc.
("AXF").
THE AXA VOTING TRUSTEES:
Claude Bebear 25, avenue Matignon
Henri de Clermont-Tonnerre 75008 Paris, France
Patrice Garnier
(collectively, the "AXA Voting Trustees")
pursuant to the Voting Trust Agreement
dated as of May 12, 1992 with AXA.
Page 4 of 9
<PAGE>
COMPANY ADDRESS
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SIGNED ON BEHALF OF THE ABOVE ENTITIES
(collectively, the "Mutuelles AXA, Finaxa
and AXA")
By /s/ Alvin H. Fenichel
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Name: Alvin H. Fenichel
Title: Attorney-in-Fact
AXA FINANCIAL, INC. 1290 Avenue of the Americas
New York, NY 10104
By /s/ Alvin H. Fenichel
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Name: Alvin H. Fenichel
Title: Senior Vice President and Controller
AXA Financial, Inc. is a Reporting Person through its interest in Donaldson
Lufkin & Jenrette, Inc. ("DLJ").
Page 5 of 9
<PAGE>
COMPANY ADDRESS
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DONALDSON, LUFKIN & JENRETTE, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Tony Daddino
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Name: Toney Daddino
Title: Director and Chief Financial
and Administrative Officer
and Director
DLJ is a Reporting Person through its interest in each of DLJ Capital
Investors, Inc. ("DLJCI"), DLJ LBO Plans Management Corporation and UK
Investment Plan 1997 Partners, Inc.
DLJ CAPITAL INVESTORS, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Ivy Dodes
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Name: Ivy Dodes
Title: Senior Vice President
DLJ Capital Investors, Inc. is a Reporting Person through its interest in each
of DLJMB Funding II, Inc. ("Funding II"), DLJ Merchant Banking II, Inc. ("MB II
INC") and DLJ Diversified Partners, Inc.
DLJ DIVERSIFIED PARTNERS, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Ivy Dodes
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Name: Ivy Dodes
Title: Senior Vice President
DLJ Diversified Partners, Inc. is a Reporting Person through its interest in
each of DLJ Diversified Partners, L.P. and DLJ Diversified Partners-A, L.P.
Page 6 of 9
<PAGE>
COMPANY ADDRESS
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DLJ LBO PLANS MANAGEMENT CORPORATION 277 Park Avenue
New York, N.Y. 10172
By /s/ Ivy Dodes
----------------------------------
Name: Ivy Dodes
Title: Senior Vice President
DLJ LBO Plans Management Corporation is a Reporting Person through its interest
in each of DLJ EAB Partners, L.P., DLJ ESC II, L.P. and DLJ First ESC, L.P.
DLJMB FUNDING II, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Ivy Dodes
----------------------------------
Name: Ivy Dodes
Title: Senior Vice President
DLJ MERCHANT BANKING II, INC. 277 Park Avenue
(See Form 3 for signature of this Reporting New York, N.Y. 10172
Person)
DLJ Merchant Banking II, Inc. is a Reporting Person through its interest in
each of DLJ Merchant Banking Partners II, L.P., DLJ Merchant Banking Partners
II-A, L.P., DLJ Offshore Partners II, C.V., DLJ Millennium Partners, L.P. and
DLJ Millennium Partners-A, L.P.
UK INVESTMENT PLAN 1997 PARTNERS, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Ivy Dodes
-----------------------------------
Name: Ivy Dodes
Title: Senior Vice President
UK Investment Plan 1997 Partners, Inc. is a Reporting Person through its
interest in UK Investment Plan 1997 Partners.
Page 7 of 9
<PAGE>
Notes
(1) These securities are beneficially owned directly by DLJ Merchant Banking
Partners II, L.P. ("Partners II"), which is a partnership.
(2) These securities are beneficially owned directly by DLJ Merchant Banking
Partners II-A, L.P. ("Partners II-A"), which is a partnership.
(3) These securities are beneficially owned directly by DLJ Offshore
Partners II, C.V. ("Offshore Partners II"), which is a partnership.
(4) These securities are beneficially owned directly by DLJ Diversified
Partners, L.P. ("Diversified"), which is a partnership.
(5) These securities are beneficially owned directly by DLJ Diversified
Partners-A, L.P. ("Diversified-A"), which is a partnership.
(6) These securities are beneficially owned directly by DLJMB Funding II,
Inc. ("Funding II").
(7) These securities are beneficially owned directly by DLJ Millennium
Partners, L.P. ("Millennium"), which is a partnership.
(8) These securities are beneficially owned directly by DLJ Millennium
Partners-A, L.P. ("Millennium-A"), which is a partnership.
(9) These securities are beneficially owned directly by DLJ EAB Partners,
L.P. ("EAB"), which is a partnership.
(10) These securities are beneficially owned directly by UK Investment Plan
1997 Partners ("UK Partners"), which is a partnership.
(11) These securities are beneficially owned directly by DLJ ESC II, L.P.
("ESC II"), which is a partnership.
(12) These securities are beneficially owned directly by DLJ First ESC, L.P.
("ESC"), which is a partnership.
(13) These securities are beneficially owned indirectly by MB II INC as
Managing General Partner of each of Partners II, Partners II-A,
Millennium, and Millennium-A and as Advisory General Partner of Offshore
Partners II. In addition, these securities are beneficially owned
indirectly by DLJ Merchant Banking II, LLC ("MB II LLC") as Associate
General Partner of each of Partners II, Partners II-A, Offshore Partners
II, Millennium, Millennium-A, and
Page 8 of 9
<PAGE>
EAB. MB II INC is also the Managing Member of MB II LLC. The undersigned
disclaim beneficial ownership of these securities except with respect to
MB II INC's and MB II LLC's partnership interests in these entities.
(14) These securities are beneficially owned indirectly by DLJ Diversified
Partners, Inc. ("Diversified Partners") as General Partner of each of
Diversified and Diversified-A. In addition, these securities are
beneficially owned indirectly by DLJ Diversified Associates, L.P.
("Diversified Associates") as Associate General Partner of each of
Diversified and Diversified-A. Diversified Partners is also the General
Partner of Diversified Associates, L.P. The undersigned disclaim
beneficial ownership of these securities except with respect to
Diversified Partners' and Diversified Associates' Partnership interests
in these entities.
(15) These securities are beneficially owned indirectly by DLJ LBO Plans
Management Corporation as Managing General Partner of EAB, ESC and ESC
II.
(16) These securities are beneficially owned indirectly by DLJCI as sole
stockholder of each of MB II INC, Diversified Partners and Funding II.
(17) These securities are beneficially owned indirectly by UK Investment Plan
1997 Partners, Inc. as General Partner of UK Partners.
(18) These securities are beneficially owned indirectly by DLJ as the sole
stockholder of each of DLJCI, DLJ LBO Plans Management Corporation and
UK Investment Plan 1997 Partners, Inc.
(19) On November 3, 2000, AXA, AXA Financial, Inc. ("AXA Financial"), The
Equitable Life Assurance Society of the United States and AXA
Participations Belgium (collectively, the "AXA Sellers") sold all of their
holdings of common stock of Donaldson, Lufkin & Jenrette, Inc. ("DLJ") to
Credit Suisse Group ("CSG") and its designee Credit Suisse First Boston,
Inc. pursuant to a Stock Purchase Agreement among the AXA Sellers and CSG
dated as of August 30, 2000. Accordingly, the Mutuelles AXA, Finaxa, AXA,
the AXA Voting Trustees, and AXA Financial (collectively, the "AXA
Filers") disclaim beneficial ownership with respect to all of the
securities reported in this Form 4. Further, this report shall not be
deemed an admission that the AXA Filers are, as the date of this report,
beneficial owners of or reporting persons concerning such securities for
purposes of Section 16 or otherwise
Except as otherwise stated herein, each reporting person disclaims beneficial
ownership of securities beneficially owned by any other entity except with
respect to its proportionate interest in or ownership of such entity as
indicated in Item 6 of Table II and the footnotes thereto.
Page 9 of 9
