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As filed with the Securities and Exchange Commission on November 19, 1999
Registration Number 333-45207
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2515019
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
515 POST OAK BLVD., SUITE 600
HOUSTON, TEXAS 77027
(713) 693-4000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
BERNARD J. DUROC-DANNER
WEATHERFORD INTERNATIONAL, INC.
515 POST OAK BLVD., SUITE 600
HOUSTON, TEXAS 77027
(713) 693-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
CURTIS W. HUFF
WEATHERFORD INTERNATIONAL, INC.
515 POST OAK BLVD., SUITE 600
HOUSTON, TEXAS 77027
(713) 693-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not
applicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
Pursuant to its Registration Statement on Form S-3 (Reg. No. 333-45207)
(the "Registration Statement"), Weatherford International, Inc., a Delaware
corporation (the "Company"), registered (i) 8,050,000 5% Convertible
Subordinated Preferred Equivalent Debentures due 2027 (the "Debentures"), having
a $50 principal amount per Debenture, and (ii) 5,031,250 shares of the Company's
common stock, $1.00 par value (the "Common Stock"), which were initially
issuable upon conversion of the Debentures plus such additional indeterminate
number of shares of Common Stock as may become issuable upon conversion of the
Debentures as a result of adjustments to the conversion price (the "Shares"), in
connection with the offer for resale of the Debentures and the Shares by certain
security holders of the Company (the "Offering"). The Registration Statement was
declared effective by the Commission on April 29, 1998.
The Company has determined that 2,287,750 of the Debentures and all of
the Shares that were registered in connection with the Offering remain unsold
and can be removed from registration. Therefore, pursuant to the undertaking
made by the Company required by Item 512(a)(3) of Regulation S-K, the Company
files this Post-Effective Amendment No. 2 to the Registration Statement for the
purpose of removing from registration 2,287,750 of the Debentures and all of the
Shares, which were not, and are not expected to be, sold in the Offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Post-Effective Amendment No. 2 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on November 19, 1999.
WEATHERFORD INTERNATIONAL, INC.
By: /s/ BERNARD J. DUROC-DANNER
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Bernard J. Duroc-Danner
President, Chief Executive Officer, Chairman
of the Board and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
/s/ BERNARD J. DUROC-DANNER President, Chief Executive Officer, November 19, 1999
- ------------------------------------------------ Chairman of the Board and Director
Bernard J. Duroc-Danner (Principal Executive Officer)
/s/ BRUCE F. LONGAKER, JR. Senior Vice President and Chief November 19, 1999
- ------------------------------------------------ Financial Officer (Principal Financial
Bruce F. Longaker, Jr. Officer)
/s/ FRANCES R. POWELL Vice President, Accounting and November 19, 1999
- ------------------------------------------------ Controller (Principal Accounting Officer)
Frances R. Powell
* Director November 19, 1999
- ------------------------------------------------
David J. Butters
- ------------------------------------------------ Director November ____, 1999
Philip Burgieres
* Director November 19, 1999
- ------------------------------------------------
Sheldon B. Lubar
Director November ____, 1999
- ------------------------------------------------
William E. Macaulay
* Director November 19, 1999
- ------------------------------------------------
Robert B. Millard
Director November ____, 1999
- ------------------------------------------------
Robert K. Moses, Jr.
* Director November 19, 1999
- ------------------------------------------------
Robert A. Rayne
*By: /s/ BERNARD J. DUROC-DANNER
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Bernard J. Duroc-Danner
Pursuant to Power of Attorney
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