UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
FORM 3
OMB APROVAL
OMB NUMBER: 3235-0104
Expires: September 30, 1998
Estimated average burden
hours per response...........0.5
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. Date of Event Requiring Statement (Month/Day/Year)
10/10/00
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3. IRS or Social Security Number of Reporting Person (Voluntary)
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4. Issuer Name and Ticker or Trading Symbol
W-H Energy Services, Inc. (WHES)
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5. Relationship of Reporting Person to Issuer (Check all applicable)
Director X 10% Owner
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Officer (give title below) Other (specify below)
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6. If Amendment Date of Original (Month/Day/Year)
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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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Table I Non-Derivative Securities Beneficially Owned
<TABLE>
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership 4. Nature of Indirect
(Instr. 4) Beneficially Owned Form: Direct Beneficial Ownership
(Instr. 4) (D) or Indirect (Instr. 5)
(I)(Instr. 5)
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<S> <C> <C> <C>
None.
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
(Over)
SEC 1473 (7-96)
Page 1 of 9
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Table II-Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of Derivative 2. Date Exercisable 3. Title and Amount of 4. Conver- 5. Owner- 6. Nature
Security (Instr. 4) and Expiration Securities Underlying sion or ship of In-
Date (Month/Day/ Year) Derivative Securities Exercise Form of direct
------------------------- (Instr. 4) Price of Deriv- Bene-
Date Expira- ------------------------- Derivative ative ficial
Exer- tion Title Amount Security Security: Owner-
cisable Date or Direct ship
Number (D) or (Instr.
of Indirect 5)
Shares (I)
(Instr.
5)
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<S> <C> <C> <C> <C> <C> <C> <C>
Warrant for the Purchase of
Shares of Class A Class A
Common Stock Immed. 3/26/11 Common Stock 90,792 $ 0.01 (D) (1)(13)(16)(18)(19)
Warrant for the Purchase of
Shares of Class A Class A
Common Stock Immed. 3/26/11 Common Stock 3,616 $ 0.01 (D) (2)(13)(16)(18)(19)
Warrant for the Purchase of
Shares of Class A Class A
Common Stock Immed. 3/26/11 Common Stock 4,465 $ 0.01 (D) (3)(13)(16)(18)(19)
Warrant for the Purchase of
Shares of Class A Class A
Common Stock Immed. 3/26/11 Common Stock 5,308 $ 0.01 (D) (4)(14)(16)(18)(19)
Warrant for the Purchase of
Shares of Class A Class A
Common Stock Immed. 3/26/11 Common Stock 1,971 $ 0.01 (D) (5)(14)(16)(18)(19)
Warrant for the Purchase of
Shares of Class A Class A
Common Stock Immed. 3/26/11 Common Stock 13,359 $ 0.01 (D) (6)(16)(18)(19)
Warrant for the Purchase of
Shares of Class A Class A
Common Stock Immed. 3/26/11 Common Stock 1,468 $ 0.01 (D) (7)(13)(16)(18)(19)
Warrant for the Purchase of
Shares of Class A Class A
Common Stock Immed. 3/26/11 Common Stock 286 $ 0.01 (D) (8)(13)(16)(18)(19)
Warrant for the Purchase of
Shares of Class A Class A
Common Stock Immed. 3/26/11 Common Stock 408 $ 0.01 (D) (9)(15)(18)(19)
Warrant for the Purchase of
Shares of Class A Class A
Common Stock Immed. 3/26/11 Common Stock 2,402 $ 0.01 (D) (10)(17)(18)(19)
Warrant for the Purchase of
Shares of Class A Class A
Common Stock Immed. 3/26/11 Common Stock 19,881 $ 0.01 (D) (11)(15)(18)(19)
Warrant for the Purchase of
Shares of Class A Class A
Common Stock Immed. 3/26/11 Common Stock 175 $ 0.01 (D) (12)(15)(18)(19)
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</TABLE>
<TABLE>
<S> <C>
Explanation of Responses:
Share numbers do not reflect a 33-for-1 stock split, which the Issuer intends
to effect in connection with its initial public offering of common stock.
DLJ Merchant Banking II, Inc.
See Attachment A for footnotes.
/s/ Ivy Dodes October 10, 2000
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**Signature of Reporting Person Date
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space 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 1473 (7-96)
Page 3 of 9
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<TABLE>
ATTACHMENT A
REPORTING PERSONS AND SIGNATURES
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<S> <C>
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
Henri de Clermont-Tonnerre 25, avenue Matignon
Patrice Garnier 75008 Paris, France
(collectively, the "AXA Voting Trustees")
pursuant to the Voting Trust Agreement dated
as of May 12, 1992 with AXA.
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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/ Marjorie S. White
------------------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
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
------------------------------------
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.
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<PAGE>
COMPANY ADDRESS
------- -------
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
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Name: Ivy Dodes
Title: Senior Vice President
DLJ MERCHANT BANKING II, INC. 277 Park Avenue
(See Form 3 for signature of this Reporting Person) New York, N.Y. 10172
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 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
Page 8 of 9
<PAGE>
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) As of March 1, 2000, AXA beneficially owned approximately 60% of the common stock of AXF
("AXF Common Stock") and The Mutuelles AXA indirectly and directly owned approximately 23.3%
of the issued ordinary shares (representing 36.7% of the voting power) of AXA. The Mutuelles
AXA, Finaxa and AXA expressly declare that the filing of this Form shall not be construed for
the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, as an admission
of beneficial ownership of securities reported on this Form.
AXA has deposited its shares of AXF Common Stock into a voting trust. While AXA remains the
beneficial owner of such AXF Common Stock, during the term of the voting trust, the Trustees
(each of whom is a member of either the Management Board or the Supervisory Board of AXA)
will exercise all voting rights with respect to such AXF Common Stock. Accordingly, the
Trustees may be deemed to beneficially own the securities reported on this Form. The Trustees
expressly declare that the filing of this Form shall not be construed for the purposes of
Section 16 of the Securities Exchange Act of 1934, as amended, as an admission of beneficial
ownership of securities reported on this Form.
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.
</TABLE>
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