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Filed Pursuant to Rule 424(b)(4)
Registration No. 333-12367
PROSPECTUS
297,752 SHARES
ENERGY VENTURES, INC.
COMMON STOCK
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This Prospectus has been prepared for use in connection with the proposed
sale by certain stockholders (the "Selling Stockholders") of Energy Ventures,
Inc., a Delaware corporation (the "Company"), of an aggregate of 297,752 shares
(the "Shares") of common stock, $1.00 par value (the "Common Stock"), of the
Company. The Shares may be offered and sold by the Selling Stockholders from
time to time from the date hereof directly or through broker-dealers designated
from time to time. The Shares may be sold from time to time in one or more
transactions at a fixed price or prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices determined on a negotiated or competitive bid basis. Shares
may be sold through a broker-dealer acting as agent or broker for a Selling
Stockholder, or to a broker-dealer acting as principal. See "Plan of
Distribution".
The Common Stock is traded on the New York Stock Exchange (the "NYSE")
under the symbol "EVI". On January 22, 1997, the last reported sales price for
the Common Stock as reported on the NYSE was $57 7/8 per share.
The Company will receive no portion of the proceeds of the sale of the
Shares offered hereby and will bear certain of the expenses incident to their
registration. The Company has agreed to indemnify the Selling Stockholders and
any underwriters of the Shares against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribute to payments the
Selling Stockholders or any underwriters of the Shares may be required to make
in respect thereof. See "Plan of Distribution" and "Selling Stockholders".
The Shares have not been registered for sale under the securities laws of
any state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the existence of any
exemption from registration or the registration thereof under the securities
laws of the states in which such transactions occur.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is January 24, 1997.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION................................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................................... 3
THE COMPANY............................................................................. 4
DESCRIPTION OF CAPITAL STOCK............................................................ 5
SELLING STOCKHOLDERS.................................................................... 7
PLAN OF DISTRIBUTION.................................................................... 8
LEGAL MATTERS........................................................................... 8
EXPERTS................................................................................. 8
</TABLE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
STOCKHOLDERS OR ANY UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SHARES BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER NO
CIRCUMSTANCES SHALL THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO
THIS PROSPECTUS CREATE ANY IMPLICATION THAT INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected at the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
Regional Offices of the Commission at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York,
New York 10048. Copies of such material can also be obtained from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a World Wide Web site on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Such
reports, proxy and information statements and other information concerning the
Company can also be inspected and copied at the offices of the NYSE, 20 Broad
Street, New York, New York 10005, on which the Common Stock is listed.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement, certain items of which are contained in
exhibits to the Registration Statement as permitted by the rules and regulations
of the Commission. For further information with respect to the Company and the
Common Stock offered hereby, reference is made to the Registration Statement,
including the exhibits thereto, which may be inspected without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Regional Offices of the Commission, and
copies of which may be obtained from the Commission at prescribed rates.
Statements made in this Prospectus concerning the contents of any document
referred to herein are not necessarily complete. With respect to each such
document filed with the Commission as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996;
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996;
(e) The Company's Current Report on Form 8-K dated July 13, 1995, as
amended by the Current Report on Form 8-K/A dated August 17, 1995, as
amended by Amendment No. 2 to the Form 8-K/A dated May 7, 1996;
(f) The Company's Current Report on Form 8-K dated June 24, 1996;
(g) The Company's Current Report on Form 8-K dated July 18, 1996;
(h) The Company's Current Report on Form 8-K dated August 5, 1996;
(i) The Company's Current Report on Form 8-K dated August 21, 1996;
(j) The Company's Current Report on Form 8-K dated October 2, 1996;
(k) The Company's Current Report on Form 8-K dated November 12, 1996;
and
(l) The Company's Current Report on Form 8-K dated December 26, 1996,
as amended by Amendment No. 1 to the Current Report on Form 8-K on Form
8-K/A dated January 23, 1997.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Common Stock pursuant hereto
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of the filing of such documents. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents incorporated by reference
herein, other than the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates. Written or oral requests for such copies should be directed to the
Company at 5 Post Oak Park, Suite 1760, Houston, Texas 77027-3415, Attention:
Secretary (Telephone number: (713) 297-8400).
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THE COMPANY
GENERAL
The Company is an international manufacturer and supplier of oilfield
equipment. The Company manufactures drill pipe, premium tubulars and a complete
line of artificial lift and production equipment used in the production of oil
and natural gas.
The Company has achieved significant growth in recent years through a
consistent strategy of focused, synergistic acquisitions and internal
development. Acquisitions have sought to take advantage of the consolidating
nature of the industry and have concentrated on under utilized fixed assets,
proprietary technology and name brand product lines. Internal development has
focused on product development, manufacturing enhancements and international
expansion. The Company's growth strategy has resulted in it becoming the leader
in many of its principal markets. The Company is currently the largest
manufacturer and supplier of drill pipe in the world, the largest manufacturer
of premium tubulars in North America and one of the two largest manufacturers of
rod lift equipment in the world.
The Company was incorporated in 1972 as a Massachusetts corporation and was
reincorporated in Delaware in 1980. The Company's corporate office is located at
5 Post Oak Park, Suite 1760, Houston, Texas 77027-3415, and its telephone number
is (713) 297-8400.
RECENT DEVELOPMENTS
Mallard Disposition. In November 1996, in connection with the Company's
desire to concentrate its efforts on the continued development of its oilfield
equipment businesses, the Company disposed of its Mallard Bay Drilling division
to Parker Drilling Company, a Delaware corporation ("Parker"), for approximately
$306 million before taxes and 3,056,600 shares of Parker's common stock. The
Company intends to deploy the net proceeds of the Mallard Bay Drilling division
disposition to finance acquisitions and further development of its oilfield
equipment business.
Arrow Acquisition. On December 10, 1996, the Company acquired the operating
assets of Arrow Completion Systems, Inc., a Texas corporation ("Arrow"), from
Weatherford Enterra, Inc., a Delaware corporation, pursuant to a Stock Purchase
Agreement dated as of October 18, 1996 (the "Arrow Agreement"). Under the terms
of the Arrow Agreement, the Company paid consideration of approximately $21.3
million cash and assumed certain liabilities of Arrow.
Arrow is a manufacturer and distributor of downhole packers and oil
recovery and completion service tools. The Company is in the process of
integrating the operations of Arrow with those of the Company's EVI Oil Tools
division and intends to offer Arrow's product line and services in conjunction
with the Company's own line of oilfield equipment, tools and services.
GulfMark Acquisition. On December 5, 1996, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement") with GulfMark Acquisition
Co., a Delaware corporation and wholly owned subsidiary of the Company, GulfMark
International, Inc., a Delaware corporation ("GulfMark"), and New GulfMark
International, Inc., a Delaware corporation and wholly owned subsidiary of
GulfMark ("New GulfMark"), providing for the acquisition by the Company of
GulfMark pursuant to a tax free merger (the "Merger") in which approximately 2.2
million shares of the Company's Common Stock will be issued to the stockholders
of GulfMark.
Prior to the Merger, GulfMark will contribute its offshore marine services
business to New GulfMark and will then spin-off to its stockholders the stock of
New GulfMark. Following the spin-off, the remaining assets of GulfMark will
consist of approximately 2.2 million shares of the Company's Common Stock,
GulfMark's erosion control business and certain corporate and miscellaneous
assets. It is anticipated that GulfMark will have no material debt as of the
consummation of the Merger.
The Merger is subject to various conditions, including approval of the
Merger by the stockholders of the Company, the receipt of all required
regulatory approvals and the expiration or termination of all waiting
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periods (and extensions thereof) under the Hart-Scott-Rodino Anti-trust
Improvements Act of 1976, as amended.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 40,000,000 shares of
Common Stock, par value $1.00 per share, and 3,000,000 shares of Preferred
Stock, par value $1.00 per share ("Preferred Stock"). At January 13, 1997,
22,964,625 shares of Common Stock were outstanding. In addition, at January 13,
1997, there were 1,525,268 shares of Common Stock reserved for issuance pursuant
to the Company's 1981 Employee Stock Option Plan, 1992 Employee Stock Option
Plan, Non-Employee Director Stock Option Plan and restricted stock plan for
foreign key employees, of which 809,268 shares of Common Stock were reserved for
issuance upon exercise of outstanding options. At January 13, 1997, there were
no shares of Preferred Stock issued or outstanding. The holders of shares of
Common Stock are not liable to further calls or assessments by the Company. The
description below is a summary of and is qualified in its entirety by the
provisions of the Company's Restated Certificate of Incorporation as currently
in effect.
Subject to the rights of the holders of any outstanding shares of Preferred
Stock and those rights provided by law, (i) dividends may be declared and paid
or set apart for payment upon the Common Stock out of any assets or funds of the
Company legally available for the payment of dividends and may be payable in
cash, stock or otherwise, (ii) the holders of the Company stock have the
exclusive right to vote for the election of directors and, except as provided
below, on all other matters requiring stockholder action generally, with each
share being entitled to one vote, and (iii) upon the voluntary or involuntary
liquidation, dissolution or winding up of the Company, the net assets of the
Company will be distributed pro rata to the holders of the Common Stock in
accordance with their respective rights and interests to the exclusion of the
holders of any outstanding shares of Preferred Stock.
Although the holders of the Common Stock are generally entitled to vote for
the approval of amendments to the Company's Restated Certificate of
Incorporation, the voting rights of the holders of the Common Stock are limited
with respect to certain amendments to the Company's Restated Certificate of
Incorporation that affect only the holders of the Preferred Stock. Specifically,
subject to the rights of any outstanding shares of any series of Preferred
Stock, the Company's Restated Certificate of Incorporation provides that it may
be amended from time to time in any manner that would solely modify or change
the relative powers, preferences and rights and the qualifications or
restrictions of any issued shares of any series of Preferred Stock then
outstanding with the only required vote or consent for approval of such
amendment being the affirmative vote or consent of the holders of a majority of
the outstanding shares of the series of Preferred Stock so affected, provided
that the powers, preferences and rights and the qualifications and limitations
or restrictions of such series after giving effect to such amendment are no
greater than the powers, preferences and rights and qualifications and
limitations or restrictions permitted to be fixed and determined by the Board of
Directors with respect to the establishment of any new series of shares of
Preferred Stock pursuant to the authority vested in the Board of Directors as to
such matters.
Holders of the Common Stock do not have any cumulative voting, redemptive
or conversion rights and have no preemptive rights to subscribe for, purchase or
receive any class of shares or securities of the Company. Holders of the Common
Stock have no fixed dividend rights. Dividends may be declared by the Board of
Directors at its discretion depending on various factors, although no dividends
are anticipated for the foreseeable future. The Company is currently subject to
certain prohibitions on the declaration and payment of cash dividends on the
Common Stock under the terms of the Company's existing credit facilities. In
addition, under the terms of the Company's 10 1/4% Senior Notes due 2004
("Senior Notes"), the Company is limited in the amount of funds it may
distribute as dividends or distributions to stockholders to an amount generally
equal to: (a) the sum of (i) its earnings subsequent to December 31, 1993, (ii)
the net consideration received from certain stock issuances since March 1994,
(iii) the value of certain investments in unrestricted subsidiaries redesignated
as restricted subsidiaries and (iv) $5 million, less (b) the amount of
dividends,
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distributions and other restricted payments made by the Company since March
1994. The Company is also restricted under its principal working capital
facility in the amount of dividends, distributions and other restricted payments
that it may make to stockholders to an amount generally equal to (a) the sum of
(i) 25% of its earnings subsequent to March 31, 1996, (ii) the net consideration
received from certain stock issuances since June 26, 1996, (iii) the value of
certain investments in unrestricted subsidiaries designated as restricted
subsidiaries and (iv) $10 million less (b) the amount of dividends,
distributions and other restricted payments made by the Company since June 26,
1996. As of September 30, 1996, the Company was limited in the amount of
dividends, distributions and other restricted payments that could be made by it
under the terms of the Senior Notes and the Company's credit facility to
approximately $276 million and $132 million, respectively.
The Preferred Stock may be issued from time to time in one or more series,
with each such series having such powers, preferences and rights and
qualifications and limitations or restrictions as may be fixed by the Board of
Directors pursuant to the resolution or resolutions providing for the issuance
of such series.
Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the Company of stock or any transaction
from which the director derived an improper personal benefit. The Company's
Restated Certificate of Incorporation provides that the Company's directors are
not liable to the Company or its stockholders for monetary damages for breach of
their fiduciary duty, subject to the above described exceptions specified by
Delaware law.
As a Delaware corporation, the Company is subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% or more of a
corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three years following
the date such person became an interested stockholder unless (i) before such
person became an interested stockholder, the board of directors of the
corporation approved the transaction in which the interested stockholder became
an interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owns at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding stock held by directors who are also officers of the
corporation and by employee stock plans that do not provide employees with the
rights to determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer); or (iii) following the transaction
in which such person became an interested stockholder, the business combination
is approved by the board of directors of the corporation and authorized at a
meeting of stockholders by the affirmative vote of the holders of two-thirds of
the outstanding voting stock of the corporation not owned by the interested
stockholder. Under Section 203, the restrictions described above also do not
apply to certain business combinations proposed by an interested stockholder
following the announcement or notification of one of certain extraordinary
transactions involving the corporation and a person who had not been an
interested stockholder during the previous three years or who became an
interested stockholder with the approval of a majority of the corporation's
directors, if such extraordinary transaction is approved or not opposed by a
majority of the directors who were directors prior to any person becoming an
interested stockholder during the previous three years or were recommended for
election or elected to succeed such directors by a majority of such directors.
The Company has approved the acquisition by GulfMark and Lehman Brothers
Holdings Inc. ("Holdings") of the shares of Common Stock owned by them under
Section 203 and GulfMark and Holdings are therefore not subject to the
restrictions under Section 203.
The Registrar and Transfer Agent for the Common Stock is American Stock
Transfer and Trust Company, New York, New York.
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SELLING STOCKHOLDERS
This Prospectus constitutes a part of the Registration Statement filed by
the Company pursuant to registration rights granted to the Selling Stockholders
under a Registration Rights Agreement (the "Agreement") executed in connection
with the Agreement and Plan of Merger dated as of June 21, 1996 (the "Merger
Agreement"), among the Company, TCA Acquisition, Inc., a Delaware corporation
and wholly-owned subsidiary of the Company ("TCA Acquisition"), and Tubular
Corporation of America, a Delaware corporation ("TCA"). The Merger Agreement was
entered into in conjunction with the Company's acquisition of TCA through a
merger (the "Merger") of TCA Acquisition with and into TCA. Pursuant to the
terms of the Agreement, the Company will pay all expenses of registering the
Shares under the Securities Act, including, without limitation, all registration
and filing fees, printing expenses and the fees and disbursements of the counsel
and accountants for the Company. The Agreement also provides that the Company
will indemnify the Selling Stockholders and any underwriters of the Shares
against certain civil liabilities, including liabilities under the Securities
Act, or to contribute to payments the Selling Stockholders or any underwriters
of the Shares may be required to make in respect thereof. The Selling
Stockholders have agreed to indemnify the Company and any underwriters of the
Shares against certain liabilities, including liabilities under the Securities
Act, with respect to information provided by the Selling Stockholders in
connection with this offering. Additionally, the Selling Stockholders will pay
all fees and disbursements of their counsel and all underwriting discounts, fees
and commissions and brokerage fees, commissions and expenses, if any, applicable
to the Shares sold by them.
The following table sets forth certain information with respect to the
shares of Common Stock beneficially owned by each Selling Stockholder as of
January 22, 1997, all of which may be sold pursuant to this Prospectus:
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME OF SHARES OUTSTANDING
SELLING STOCKHOLDER OWNED(1) SHARES
--------------------------------------------------------------- --------- -----------
<S> <C> <C>
TCA Partners, L.P. ............................................ 7,969 *
Private Equity Investment Fund, L.P. .......................... 1,064 *
Private Equity Investment Fund II, L.P. ....................... 16,658 *
Belco Energy Corp. ............................................ 113,628 *
Markus Ventures L.P. .......................................... 113,636 *
Gary L. Rosenthal.............................................. 1,846 *
Nicholas L. Swyka.............................................. 1,846 *
Thomas P. McGrann.............................................. 13,000 *
Farallon Capital Partners, L.P.(2)............................. 3,654 *
Farallon Capital Institutional Partners, L.P.(2)............... 14,052 *
Farallon Capital Institutional Partners II, L.P.(2)............ 10,399 *
</TABLE>
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* Less than 1%
(1) Because the Selling Stockholders may offer all or a portion of the Shares
pursuant to this Prospectus, no estimate can be given as to the number of
shares of Common Stock that will be held by the Selling Stockholders upon
termination of any such sales.
(2) Received shares of Common Stock from Private Equity Investment Fund II, L.P.
through a distribution permitted under the Agreement.
Prior to the Merger, (i) Thomas P. McGrann was an officer, director and
stockholder of TCA, (ii) Nicholas L. Swyka was a stockholder of TCA and (iii)
Robert Belfer and Robert Alpert were directors of TCA and were the beneficial
owners of stock of TCA through their direct holdings of or affiliations with
Belco Energy Corp. and Markus Ventures, L.P., respectively. Effective as of the
Merger, all of such persons ceased to be officers, directors and stockholders of
TCA; however, Mr. McGrann is continuing to be employed by the Company. The
Company has been advised by Mr. Swyka that Simmons & Company International, an
entity with which Mr. Swyka is affiliated, provided financial advisory services
to TCA in connection with the Merger
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and other related matters. Simmons & Company International received customary
compensation for such transaction. None of the Selling Stockholders has, within
the past three years, held any position, office or other material relationship
with the Company or any of its predecessors or affiliates, except as noted
above.
The Shares may be offered or sold by the Selling Stockholders named above
or by any pledgees, donees, transferees or other successors in interest that may
be permitted under the Agreement.
PLAN OF DISTRIBUTION
The Shares may be sold pursuant to the methods described below from time to
time from the date hereof by or for the account of the Selling Stockholders on
the NYSE or otherwise at prices and on terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The
Shares may be sold by any one or more of the following methods: (a) a block
trade (which may involve crosses) in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer as principal; (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; and (d) privately negotiated transactions.
The Selling Stockholders may effect such transactions by selling Shares through
broker-dealers, and such broker-dealers may receive compensation in the form of
commissions from the Selling Stockholders (which commissions will not exceed
those customary in the types of transactions involved). The Selling Stockholders
and any broker-dealers that participate in the distribution of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales, and any profit on the sale of Shares by it and any
fees and commissions received by any such broker-dealers may be deemed to be
underwriting discounts and commissions. The Shares may also be sold pursuant to
Rule 144 of the Securities Act to the extent such sales may be made in
compliance with the requirements of Rule 144.
At the time a particular offering of Common Stock is made hereunder, to the
extent required by law, a Prospectus Supplement will be distributed which will
set forth the amount of Common Stock being offered and the terms of the
offering, including the purchase price, the name or names of any underwriters,
dealers or agents, the purchase price paid for Common Stock purchased from the
Selling Stockholders and any items constituting compensation from the Selling
Stockholders.
LEGAL MATTERS
In connection with the Common Stock offered hereby, the validity of the
shares being offered will be passed upon for the Company by Fulbright & Jaworski
L.L.P., Houston, Texas. Uriel E. Dutton, a director of the Company, is a partner
of Fulbright & Jaworski L.L.P. Mr. Dutton currently holds options to purchase
30,000 shares of Common Stock, which options were granted to him pursuant to the
Company's Non-Employee Director Stock Option Plan.
EXPERTS
The Company's consolidated financial statements as of December 31, 1995 and
1994 and for each of the three years in the period ended December 31, 1995,
incorporated by reference into this Prospectus and the Registration Statement
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
The historical balance sheets of Prideco, Inc., a wholly-owned subsidiary
of the Company, as of June 30, 1995 and 1994, and the consolidated statements of
income, retained earnings and cash flows for the fiscal years ended June 30,
1995 and 1994, incorporated by reference into this Prospectus and the
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
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The historical balance sheets of TCA, as of December 31, 1995 and 1994, and
the consolidated statements of income, retained earnings and cash flows for the
fiscal years ended December 31, 1995 and 1994, included in this Prospectus and
the Registration Statement have been audited by Arthur Anderson LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
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