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As filed with the Securities and Exchange Commission on September 30, 1999
Registration Number 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
04-2515019
(I.R.S. Employer Identification No.)
515 POST OAK BOULEVARD, 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 BOULEVARD, 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 BOULEVARD, SUITE 600
HOUSTON, TEXAS 77027
(713) 693-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
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. [ ]
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED OFFERING PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------ ------------------------- ---------------------------- -------------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 1,687,744 $31.1875 $52,636,516 $14,633
===================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933 and based
upon the average of the high and low sale prices of the Common Stock as
reported by the New York Stock Exchange on September 28, 1999.
-------------------------------
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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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 1999
PROSPECTUS
1,687,744 SHARES
WEATHERFORD INTERNATIONAL, INC.
COMMON STOCK
---------------------
The selling stockholders of Weatherford International, Inc. listed on page
11 may offer and resell up to 1,687,744 shares of our common stock under this
prospectus. We will not receive any of the proceeds from sales of shares by the
selling stockholders.
Our common stock is traded on the New York Stock Exchange under the symbol
"WFT". On September 29, 1999, the last reported sales price for our common stock
on the New York Stock Exchange was $33 per share.
The selling stockholders may sell these shares from time to time on the New
York Stock Exchange or otherwise. They may sell the shares at prevailing market
prices or at prices negotiated with buyers. The selling stockholders will be
responsible for their legal fees and any commissions or discounts due to brokers
or dealers. The amount of those commissions or discounts will be negotiated
before the sales. We will pay all of the other offering expenses.
Our principal executive offices are located at 515 Post Oak Boulevard,
Suite 600, Houston, Texas 77027. Our telephone number is (713) 693-4000.
---------------------
INVESTING IN THESE SHARES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE
7.
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
The date of this prospectus is October , 1999.
<PAGE> 3
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
NEITHER WE NOR THE SELLING STOCKHOLDERS HAVE AUTHORIZED ANYONE TO PROVIDE YOU
WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THE SELLING
STOCKHOLDERS ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON
STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. UNDER NO
CIRCUMSTANCES SHOULD THE DELIVERY TO YOU OF THIS PROSPECTUS OR ANY SALE MADE
PURSUANT TO THIS PROSPECTUS CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME AFTER THE DATE OF THIS
PROSPECTUS. IN THIS PROSPECTUS, WHEN WE REFER TO WEATHERFORD AND USE PHRASES
SUCH AS "WE" AND "US", WE ARE GENERALLY REFERRING TO WEATHERFORD INTERNATIONAL,
INC. AND ITS SUBSIDIARIES AS A WHOLE OR ON A DIVISION BASIS DEPENDING ON THE
CONTEXT IN WHICH THE STATEMENTS ARE MADE.
TABLE OF CONTENTS
<TABLE>
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION......................... 2
FORWARD-LOOKING STATEMENTS.................................. 4
RISK FACTORS................................................ 7
SELLING STOCKHOLDERS........................................ 11
PLAN OF DISTRIBUTION........................................ 12
LEGAL MATTERS............................................... 13
EXPERTS..................................................... 13
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934. You may inspect those reports, proxy statements
and other information at the Public Reference Section of the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
Regional Offices of the SEC at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York, New York
10048. Please call the SEC at 1-800-SEC-0300 for further information on the
public reference rooms. You may also obtain copies of those materials from the
Public Reference Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
The SEC 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 us. You can also inspect and copy those reports,
proxy and information statements and other information at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, on which
our common stock is listed.
We have filed with the SEC a registration statement on Form S-3 covering
the shares offered by this prospectus. This prospectus is only a part of the
registration statement and does not contain all of the information in the
registration statement. For further information on us and the common stock being
offered, please review the registration statement and the exhibits that are
filed with it. Statements made in this prospectus that describe documents may
not necessarily be complete. We recommend that you review the documents that we
have filed with the registration statement to obtain a more complete
understanding of those documents.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus. This prospectus
incorporates by reference the documents set forth below that we previously filed
with the SEC. These documents contain important information about us.
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The following documents that we have filed with the SEC (File No. 1-13086)
are incorporated by reference into this prospectus:
- Our Annual Report on Form 10-K for the year ended December 31, 1998;
- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
- Our Quarterly Report on Form 10-Q for the quarter ended June 30, 1999;
- Our Current Report on Form 8-K dated February 4, 1999;
- Our Current Report on Form 8-K dated February 18, 1999;
- Our Current Report on Form 8-K dated April 29, 1999;
- Our Current Report on Form 8-K dated May 21, 1999;
- Our Current Report on Form 8-K dated July 21, 1999;
- Our Current Report on Form 8-K dated August 17, 1999;
- Our Current Report on Form 8-K dated August 31, 1999;
- Our Current Report on Form 8-K dated September 15, 1999; and
- The description of our common stock contained in our Registration
Statement on Form 8-A (filed May 19, 1994) and as amended by our
Registration Statement on Form S-4, as amended (Registration No.
333-58741), including any amendment or report filed for the purpose of
updating such description.
All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this prospectus will be
deemed to be incorporated in this prospectus by reference and will be a part of
this prospectus from the date of the filing of the document. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this prospectus will 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 which also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes that
statement. Any statement that is modified or superseded will not constitute a
part of this prospectus, except as modified or superseded.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, upon written or
oral request, a copy of any or all of the documents incorporated by reference in
this prospectus, other than the exhibits to those documents, unless the exhibits
are specifically incorporated by reference into the information that this
prospectus incorporates. You should direct a request for copies to us at 515
Post Oak Boulevard, Suite 600, Houston, Texas 77027, Attention: Secretary
(telephone number: (713) 693-4000). If you have any other questions regarding
us, please contact our Investor Relations Department in writing (515 Post Oak
Blvd., Suite 600, Houston, Texas 77027) or by telephone ((713) 693-4000) or
visit our website at www.weatherford.com.
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FORWARD-LOOKING STATEMENTS
This prospectus and our other filings with the SEC and public releases
contain statements relating to our future results, including certain projections
and business trends. We believe these statements constitute "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Certain risks and uncertainties may cause actual results to be materially
different from projected results contained in forward-looking statements in this
prospectus and in our other disclosures. These risks and uncertainties include,
but are not limited to, the following:
A FURTHER DOWNTURN IN MARKET CONDITIONS COULD AFFECT PROJECTED RESULTS.
Any unexpected material changes in oil and gas prices or other market
trends would likely affect the forward-looking information contained in this
prospectus and in our other filings with the SEC and public releases. Our
estimates as to future results and industry trends make assumptions regarding
the future prices of oil and gas and their effect on the demand and pricing of
our products and services. In analyzing the market and its impact on us for
1999, we have made the following assumptions:
- The recent increase in the price of oil will not have an immediate
favorable impact on our businesses until at least the fourth quarter of
1999.
- Average natural gas prices for 1999 will remain at or near their current
levels.
- World demand for oil will be up only marginally or flat.
- North American and international rig counts will improve marginally.
- Oil and natural gas prices will not decline materially from their current
levels and the industry will slowly begin its recovery.
- Our artificial lift business will improve slightly in the third and
fourth quarters due to improved oil prices.
- Our completion and downhole services business will be relatively flat
during the third quarter and begin to experience improvements in the
fourth quarter.
- Pricing for many of our products and services will continue to be subject
to pricing pressures due to over capacity for the remainder of the year.
- Demand for drill stem products is not expected to realize any material
improvement until sometime in the year 2000.
- Demand for compression services will remain relatively flat for the
remainder of the year with some pricing pressure.
- Future growth in the industry will be dependent on technological advances
that can reduce the costs of exploration and production, and
technological improvements in tools used for re-entry, thru-tubing and
extended reach drilling as well as artificial lift technologies will be
important to our future.
We have based these assumptions on various macro-economic factors, and
actual market conditions could vary materially from those assumed.
A CONTINUATION OF THE LOW RIG COUNT COULD ADVERSELY AFFECT THE DEMAND FOR OUR
PRODUCTS AND SERVICES.
Our operations were materially affected by the decline in the rig count
during 1998 and 1999 to date. Although the North American rig count has improved
slightly from its historical low earlier this year, the international rig count
remains depressed and a continuation of the North American and international rig
counts at their current levels for a prolonged period of time or a further
decline in the rig counts would adversely affect our results. Our
forward-looking statements regarding our drilling products assume there will not
be any further material declines in the worldwide rig count, in particular the
domestic rig count.
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PROJECTED COST SAVINGS COULD BE INSUFFICIENT.
During 1998 and 1999 to date, we implemented a number of programs intended
to reduce costs and align our cost structure with the current market
environment. Our forward-looking statements regarding cost savings and their
impact on our business assume these measures will generate the savings expected.
However, if the markets continue to decline, we may have to take additional
actions to achieve the desired savings.
GRANT SPIN-OFF.
We are currently contemplating a spin-off of our Grant Prideco drilling
products business. Although it is our desire to spin-off this business by year
end, a spin-off of this business is subject to the receipt of a favorable
private letter ruling from the Internal Revenue Service confirming that the
spin-off will be tax free to us and our shareholders. In addition, prior to the
spin-off, we will need to complete various transactions involving the
restructuring of our operations and we are still reviewing the best structure
and method for the spin-off. Accordingly, there can be no assurance that a
spin-off of the business will occur or the specific terms or timing thereof.
INTEGRATION OF ACQUISITIONS.
During the last year, we have consummated various acquisitions of product
lines and businesses. The success of these acquisitions will be dependent on our
ability to integrate these product lines and businesses with our existing
businesses. Integration of acquisitions is something that cannot occur overnight
and is something that requires constant effort at the local level to be
successful. Accordingly, there can be no assurance as to the ultimate success of
our integration efforts.
WEATHERFORD'S SUCCESS IS DEPENDENT UPON TECHNOLOGICAL ADVANCES.
Our ability to succeed with our long-term growth strategy is dependent on
the technological competitiveness of our product and service offerings. A
central aspect of our growth strategy is to enhance the technology of our
products and services, to expand the markets for many of our products through
the leverage of our worldwide infrastructure and to enter new markets and expand
in existing markets with technologically advanced value-added products. Our
forward-looking statements have assumed only a small amount of near-term growth
from these new products and services.
UNEXPECTED YEAR 2000 PROBLEMS COULD HAVE AN ADVERSE FINANCIAL IMPACT.
We have not fully determined the impact of Year 2000 on our systems and
products. It is possible that unexpected problems associated with the Year 2000
could arise during the implementation of our Year 2000 program that could have a
material adverse effect on our business, financial condition and results of
operations. We are currently in the testing phase of our Year 2000 program and
expect it to be completed during the fourth quarter of 1999.
ECONOMIC DOWNTURN IN ASIA AND SOUTH AMERICA COULD ADVERSELY AFFECT DEMAND FOR
PRODUCTS AND SERVICES.
The economic downturn in Asia has affected the economies in other regions
of the world, including South America and the former Soviet Union. To date, the
economies in the United States and Europe have not been materially affected. If
the United States or European economies were to begin to decline or if the
economies of South America or Asia were to experience further material problems,
the demand and price for oil and gas and our products and services could fall
further and adversely affect our revenues and income. We have assumed that a
worldwide recession will not occur. A material decline in the Chinese economy or
devaluation of its currency could cause further deterioration to the Asian and
world economies.
CURRENCY FLUCTUATIONS COULD HAVE A MATERIAL ADVERSE FINANCIAL IMPACT.
A material decline in currency rates in our markets could affect our future
results as well as affect the carrying values of our assets. World currencies
have been subject to much volatility. Our forward-looking
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statements assume no material impact from changes in currencies because our
financial position is generally dollar based or hedged. For those revenues
denominated in local currency, the effect of foreign currency fluctuations is
largely mitigated because local expenses are denominated in the same currency.
CHANGES IN GLOBAL TRADE POLICIES COULD ADVERSELY IMPACT OPERATIONS.
Changes in global trade policies in our markets could impact our operations
in these markets. We have assumed that there will be no material changes in
global trading policies.
UNEXPECTED LITIGATION AND LEGAL DISPUTES COULD HAVE A MATERIAL ADVERSE FINANCIAL
IMPACT.
If we experience unexpected litigation or unexpected results in our
existing litigation having a material effect on results, the accuracy of the
forward-looking statements would be affected. Our forward-looking statements
assume that there will be no such unexpected litigation or results.
Finally, our future results will depend upon various other risks and
uncertainties, including, but not limited to, those detailed in our other
filings with the SEC. For additional information regarding risks and
uncertainties, see our other current year filings with the SEC under the
Securities Exchange Act of 1934 and the Securities Act of 1933. We will
generally update our assumptions in our filings as circumstances require.
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RISK FACTORS
An investment in our common stock involves various risks. When considering
your investment in our company you should consider carefully the following
factors, together with the information described elsewhere in this prospectus.
CONTINUED LOW PRICES FOR OIL WILL ADVERSELY AFFECT THE DEMAND FOR OUR PRODUCTS
AND SERVICES.
Low oil prices adversely affect demand throughout the oil and natural gas
industry, including the demand for our products and services. As prices decline,
we are affected in two significant ways. First, the funds available to our
customers for the purchase of goods and services declines. Second, exploration
and drilling activity declines as marginally profitable projects become
uneconomic and either are delayed or eliminated. Accordingly, as long as oil
prices remain low, our revenues and income will be adversely affected. The
current market conditions have affected our business in various ways. Our
artificial lift business, which is heavily dependent on North American
production, experienced continuous declines in revenue throughout 1998 and the
first quarter of 1999. Our drilling products division has experienced a
significant decline in new orders of drill pipe and other drill stem products
and tubular sales have fallen as completion activity slowed, tubular
distributors reduced inventories and due to excess drill pipe from idle rigs.
Sales in 1999 for our drill stem products could be down by more than 50% from
1998. The level of decline will be dependent on the timing of any increase of
drilling activity and the amount of time it takes for our customers' drill pipe
and other tubular inventories to be reduced. Our completion and oilfield
services business has experienced declines in line with the general reduction in
industry activity, with the greatest declines occurring in the United States
markets. Our compression services business has only been marginally affected by
the recent declines in market conditions because its business is based on levels
of natural gas development and production, which has been more stable than oil
production.
Our businesses will continue to be affected by industry conditions,
including those conditions and factors described under "Forward-Looking
Statements".
CUSTOMER CREDIT RISKS
Substantially all of our customers are engaged in the energy industry. This
concentration of customers may impact our overall exposure to credit risk,
either positively or negatively, in that customers may be similarly affected by
changes in economic and industry conditions. Many of our customers have slowed
the payment of their accounts in light of current industry conditions and others
have experienced greater financial difficulties in meeting their payment terms.
We perform ongoing credit evaluations of our customers and do not generally
require collateral in support of our trade receivables. We maintain reserves for
potential credit losses, and actual losses have historically been within our
expectations.
DISRUPTIONS IN FOREIGN OPERATIONS COULD ADVERSELY AFFECT OUR INCOME
Like most multinational oilfield service companies, we have operations in
certain international areas, including parts of the Middle East, North and West
Africa, Latin America, the Asia-Pacific region and the Commonwealth of
Independent States, that are inherently subject to risks of war, local economic
conditions, political disruption, civil disturbance and policies that may:
- disrupt our operations and oil and gas exploration and production
activities;
- restrict the movement of funds;
- lead to U.S. government or international sanctions; and
- limit access to markets for periods of time.
Historically, the economic impact of such disruptions has been temporary,
and oil and gas exploration and production activities have resumed eventually in
relation to market forces. Certain areas, including the CIS, Algeria, Nigeria,
parts of the Middle East, the Asia-Pacific region and Latin America, have been
subjected to political disruption which has negatively impacted results of
operations following such events.
Disruptions may occur in our foreign operations, and losses may occur that
will not be covered by insurance. Drill pipe and other products are manufactured
for us by Oil Country Tubular Limited in India
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under a long-term exclusive manufacturing arrangement. Although we have sought
to minimize the risks of this operation through a manufacturing versus ownership
arrangement, we are providing OCTL with a substantial amount of raw materials,
inventory and working capital for the products it manufactures for us. Our
Indian operations have been adversely affected by the downturn of the economies
in the eastern hemisphere. Operations in India are subject to various political
and economic risks as well as financial risks with respect to OCTL. We have
recently substantially suspended our operations in India and we expect these
operations to continue to be suspended through the end of 1999. A termination or
complete shutdown of this operation in light of current market conditions or
political factors could have an adverse effect on our income and results.
OUR PRODUCTS AND SERVICES ARE SUBJECT TO OPERATIONAL, LITIGATION AND
ENVIRONMENTAL RISKS
Our products are used for the exploration and production of oil and natural
gas. These operations are subject to hazards inherent in the oil and gas
industry that can cause personal injury or loss of life, damage to or
destruction of property, equipment, the environment and marine life, and
suspension of operations. These hazards include fires, explosions, craterings,
blowouts and oil spills. Litigation arising from an accident at a location where
our products or services are used or provided may result in our being named as a
defendant in lawsuits asserting potentially large claims.
In the ordinary course of business, we become the subject of various claims
and litigation. We maintain insurance to cover many of our potential losses and
we are subject to various self-retentions and deductibles with respect to our
insurance. Although we are subject to various ongoing items of litigation, we do
not believe that any of the items of litigation that we are currently subject to
will result in any material uninsured losses to us. It is, however, possible
that an unexpected judgment could be rendered against us in cases in which we
could be uninsured and beyond the amounts that we currently have reserved or
anticipate incurring for that matter.
We are also subject to various federal, state and local laws and
regulations relating to the energy industry in general and the environment in
particular. Environmental laws have in recent years become more stringent and
have generally sought to impose greater liability on a larger number of
potentially responsible parties. While we are not currently aware of any
situation involving an environmental claim that would likely have a material
adverse effect on our business, it is always possible that an environmental
claim with respect to one or more of our current businesses or a business or
property that one of our predecessors owned or used could arise that could
involve the expenditure of a material amount of funds.
CURRENCY DEVALUATION AND FLUCTUATION RISKS
A single European currency ("the Euro") was introduced on January 1, 1999,
at which time the conversion rates between legacy currencies and the Euro were
set for 11 participating member countries. However, the legacy currencies in
those countries will continue to be used as legal tender through January 1,
2002. Thereafter, the legacy currencies will be canceled, and the Euro bills and
coins will be used in the 11 participating countries. We are currently
evaluating the effect of the Euro on our consolidated financial statements and
our business operations; however, we do not foresee that the transition to the
Euro will have a significant impact.
Approximately 46.0% of our net assets are located outside the United States
and are carried on our books in local currencies. Changes in those currencies in
relation to the U.S. dollar result in translation adjustments which are
reflected as accumulated other comprehensive loss in the stockholders' equity on
our balance sheet.
OUR COMMON STOCK HAS FLUCTUATED HISTORICALLY
Historically, and in recent months in particular, the market price of
common stock of companies engaged in the oil and gas industry has been highly
volatile. Likewise, the market price of our common stock has varied
significantly in the past. News announcements and changes in oil and natural gas
prices, changes in the demand for oil and natural gas exploration and changes in
the supply and demand for oil and natural gas have all been factors that have
affected the price of our common stock.
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WE ARE SUBJECT TO RISKS RELATED TO THE YEAR 2000 THAT COULD NEGATIVELY IMPACT
OUR BUSINESS
The Year 2000 issue is the risk that information systems, computers,
equipment and products using date-sensitive software or containing computer
chips with two-digit date fields will be unable to correctly process the Year
2000 date change. If not identified and corrected prior to the Year 2000,
failures could occur in our software, hardware, equipment and products and those
of our suppliers, vendors and customers that could result in interruptions in
our business. Any failure could have a material impact on us.
In response to the Year 2000 issue, we have prepared and implemented a plan
to assess and remediate significant Year 2000 issues in our:
- information technology systems, including computer software and hardware;
and
- non-information technology systems utilizing date-sensitive software or
computer chips, including products, facilities, equipment and other
infrastructures.
Our management information systems department, together with our technical
and engineering employees and outside consultants, are responsible for the
implementation and execution of the Year 2000 Plan. Our Year 2000 Plan is a
comprehensive, multi-step process covering our information technology systems
and non- information technology systems. The primary phases of the Year 2000
Plan are:
(1) assessing and analyzing our systems to identify those that are not
Year 2000 ready;
(2) preparing cost and resource estimates to repair, remediate or
replace all systems that are not Year 2000 ready;
(3) developing a Company-wide, detailed strategy to coordinate the
repair or replacement of all systems that are not Year 2000 ready;
(4) implementing the strategy to make all systems Year 2000 ready; and
(5) verifying, testing and auditing the Year 2000 readiness of all
systems.
The first, second, third and fourth phases of the Year 2000 Plan have been
completed. The fifth phase will be completed during the fourth quarter of 1999.
Any unexpected delays or problems that prevent us from completing all phases of
the Year 2000 Plan in a timely manner could have a material adverse impact on
us.
We retained outside consultants to assist us with the installation of new
software and with the assessment of the Year 2000 readiness of our information
technology systems. We expect to retain additional consultants to assist us in
the testing phase of the Year 2000 Plan.
In addition to our assessment and review of our own systems, we have begun
communications with our third-party contractors, such as vendors, service
providers and customers, for the purpose of evaluating their readiness for the
Year 2000 and determining the extent to which we may be affected by the
remediation of their systems, software, applications and products. We expect to
further review and evaluate the Year 2000 programs of our significant
third-party contractors. However, there can be no guarantee that our information
technology and non-information technology systems or those of third-party
contractors will be Year 2000 ready or that the failure of us or any of these
third parties to have Year 2000 ready systems would not result in interruptions
in our business which could have a material adverse impact on us.
In connection with the implementation and completion of the Year 2000 Plan,
we currently expect to incur pretax expenditures of approximately $13.0 million.
We have incurred approximately $11.0 million of such expenditures from January
1998 through June 30, 1999, of which, approximately $8.8 million has been
incurred in connection with the replacement of our business application software
and approximately $2.2 million has been incurred in connection with the
replacement of certain information technology hardware systems. We intend to
continue to fund the Year 2000 Plan expenditures with working capital and
third-party lease financing. Based upon information currently available, we
believe that expenditures associated with achieving Year 2000 compliance will
not have a material impact on operating results. However, any unanticipated
problems relating to the Year 2000 issue that result in materially increased
expenditures could have a material adverse impact on us.
9
<PAGE> 11
The 1999 expenditures associated with the Year 2000 Plan represent
approximately 15% of our 1999 management information systems department's
budget. Various other information technology projects that are not related to
the Year 2000 issue have been deferred due to the Year 2000 efforts. The effects
of these delays are not expected to have a material impact on us.
We are unable to predict the most likely worst case Year 2000 scenario. We
are preparing a contingency plan in response to Year 2000 worst case scenario
and we estimate no lost revenues due to Year 2000 issues. However, there can be
no assurance that any contingency plan developed by us will be sufficient to
alleviate or remediate any significant Year 2000 problems that we may
experience.
The above discussion of our efforts and expectations relating to the risks
and uncertainties associated with the Year 2000 issues and our Year 2000 Plan
contain forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. These statements involve predictions and
expectations concerning our ability to achieve Year 2000 compliance, the amount
of costs and expenses related to the Year 2000 issue and the effect the Year
2000 issue may have on business and results of operations. Certain risks and
uncertainties may cause actual results to be materially different from the
projected or expected results, the overall effect of which may have a materially
adverse impact on us. These risks and uncertainties include, but are not limited
to, unanticipated problems and costs identified in all phases of the Year 2000
Plan, our ability to successfully implement the Year 2000 Plan in a timely
manner and the ability of our suppliers, vendors and customers to make their
systems and products Year 2000 compliant.
10
<PAGE> 12
SELLING STOCKHOLDERS
This prospectus is part of a registration statement that we filed pursuant
to registration rights granted to the selling stockholders under an agreement we
entered into in connection with the acquisition by our Completion and Oilfield
Services Division of the stock of Williams Tool Co. and Williams Tool Co.
(Canada) Inc.
Pursuant to the terms of the acquisition agreement, we will pay all
expenses of registering the shares under the Securities Act of 1933, including
all registration and filing fees, printing expenses and the fees and
disbursements of our counsel and accountants. The agreement also provides that
we will indemnify the selling stockholders against certain civil liabilities,
including liabilities under the Securities Act of 1933, or will contribute to
payments the selling stockholders may be required to make in respect thereof.
The selling stockholders will pay all fees and disbursements of their counsel
and all brokerage fees, commissions and expenses for any shares that are
registered and that they sell. We expect to withdraw registration of any unsold
shares on or shortly after September 15, 2000, when we expect the shares will be
eligible for public sale pursuant to the exemption from registration provided by
Rule 144 under the Securities Act of 1933.
The following table sets forth the beneficial ownership of common stock by
each selling stockholder as of September 30, 1999, all of which may be sold
pursuant to this prospectus:
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME OF SELLING STOCKHOLDER SHARES OWNED(1) OUTSTANDING SHARES
- --------------------------- --------------- ------------------
<S> <C> <C>
John R. Williams Revocable Trust(2).................. 614,675 *
Vinson Dean Williams................................. 591,769 *
Shane Lee Williams................................... 364,180 *
Don M. Hannegan...................................... 52,521 *
Ross Anthony Williams Trust(3)....................... 17,507 *
Sheila Jane Cluck Trust(4)........................... 14,005 *
Vincent Earl Tate.................................... 13,130 *
Chad Alan Belt Trust(3).............................. 6,653 *
Amy Danyale Belt Trust(3)............................ 6,652 *
Hunter Danyale Belt Trust(3)......................... 6,652 *
</TABLE>
- ---------------
* Less than 1%
(1) Because the selling stockholders may offer all or a portion of the shares
pursuant to this prospectus, we cannot estimate to the number of shares of
our common stock that the selling stockholders will hold upon termination of
any sales.
(2) John R. Williams is the trustee and beneficiary of the John R. Williams
Revocable Trust. The number of shares shown also includes 913 shares owned
of record by John R. Williams.
(3) Theresa J. Williams, wife of John R. Williams, is the trustee of the Ross
Anthony Williams Trust, Chad Alan Belt Trust, Amy Danyale Belt Trust and
Hunter Danyale Belt Trust.
(4) Sheila Jane Cluck is the trustee of the Sheila Jane Cluck Trust.
John R. Williams, Vinson D. Williams and Shane L. Williams are brothers and
Sheila J. Cluck is their sister. Ross A. Williams is the son of John R. Williams
and Amy D. Belt is the daughter of Theresa J. Williams. Chad A. Belt is the
husband of Amy D. Belt and Hunter D. Belt is their daughter.
During parts of the last three years, each of Vinson D. Williams, John R.
Williams and Shane L. Williams was an officer and director of Williams Tool Co.
Immediately prior to September 15, 1999, John R. Williams served as President,
Vinson D. Williams served as Secretary, Don M. Hannegan served as Vice President
and Vincent E. Tate served as Chief Financial Officer of Williams Tool Co. We
currently employee Don M. Hannegan and Vincent E. Tate as officers of Williams
Tool Co. at annual base salaries of $200,000 and $110,000, respectively. John R.
Williams, Vinson D. Williams and Theresa J. Williams are former officers and
directors of J&J Rubber Molding and Supply Company, a subsidiary of Williams
Tool Co.
11
<PAGE> 13
During parts of the last three years, Shane L. Williams was an officer of
Williams Tool Co. (Canada) Inc. Immediately prior to September 15, 1999, John R.
Williams served as President, Vinson D. Williams served as Vice President,
Secretary and Treasurer and Vincent E. Tate served as Chief Financial Officer of
Williams Tool Co. (Canada) Inc. Immediately prior to September 15, 1999, John R.
Williams, Vinson D. Williams and Shane L. Williams were the shareholders of
Williams Tool Co. (Canada) Inc. Within the past three years, none of the selling
stockholders has held any position, office or other material relationship with
us or any of our predecessors or affiliates, except as noted above.
PLAN OF DISTRIBUTION
The shares offered under this prospectus may be sold by the selling
stockholders from the date of this prospectus until September 15, 2000. The
selling stockholders may sell the shares on the New York Stock Exchange or
otherwise, at market prices or at negotiated prices. They may sell shares by one
or a combination of the following:
- a block trade in which a broker or dealer will attempt to sell the shares
as agent, but may position and resell a portion of the block as principal
to facilitate the transaction;
- purchases by a broker or dealer as principal and resale by the broker or
dealer for its account pursuant to this prospectus;
- ordinary brokerage transactions and transactions in which a broker
solicits purchasers; and
- privately negotiated transactions.
Brokers or dealers engaged by the selling stockholders may arrange for
other brokers or dealers to participate in sales of shares. Brokers or dealers
will receive commissions or discounts from selling stockholders in amounts to be
negotiated prior to the sale. The selling stockholders and any broker-dealers
that participate in the distribution may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, and any proceeds or commissions
received by them or any profits on the resale of shares sold by broker-dealers,
may be deemed to be underwriting discounts and commissions.
When any of the selling stockholders notifies us of a particular offering
of common stock under this prospectus, we will file a prospectus supplement, if
required by the Securities Act of 1933, setting forth:
- the number of shares being offered and the terms of the offering,
including the purchase price;
- the name of each of the participating broker-dealers or agents;
- the purchase price paid for the shares purchased from the selling
stockholders; and
- any items constituting compensation from the selling stockholders.
We will not receive any of the proceeds from the sale of the shares offered
by this prospectus.
12
<PAGE> 14
LEGAL MATTERS
Curtis W. Huff, our Senior Vice President, General Counsel and Secretary,
has advised us with respect to the validity of the shares of common stock
offered by this prospectus. Pursuant to agreements between us and Mr. Huff, Mr.
Huff holds 56,250 restricted shares of common stock and options to purchase
200,000 shares of common stock.
EXPERTS
The consolidated financial statements of Weatherford International, Inc.
and the related consolidated financial statement schedule as of December 31,
1998 and 1997 and for each of the three years in the period ended December 31,
1998, incorporated by reference in this prospectus and elsewhere in the
registration statement, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated by reference in reliance upon the authority of Arthur Andersen LLP
as experts in giving said reports.
Ernst & Young LLP, independent auditors, have audited Dailey International
Inc.'s consolidated balance sheets as of December 31, 1998 and 1997, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year ended December 31, 1998, the eight month period ended
December 31, 1997 and for each of the two years in the period ended April
30,1997, as set forth in their report, which is incorporated by reference in
this prospectus and elsewhere in the registration statement. These financial
statements are incorporated by reference in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.
13
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering are:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee.............. $14,633
New York Stock Exchange Listing Fee.............................. 1,500
Legal Fees and Expenses.......................................... 1,000
Accounting Fees and Expenses..................................... 2,500
Blue Sky Fees and Expenses (including legal fees)................ 1,000
Miscellaneous.................................................... 1,367
-------
TOTAL................................................... $22,000
=======
</TABLE>
The selling stockholders will pay for the fees and expenses of their
counsel.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Registrant's Amended and Restated Certificate of Incorporation, as amended,
provides that the Registrant's directors are not liable to the Registrant or its
stockholders for monetary damages for breach of their fiduciary duty, subject to
the described exceptions specified by Delaware law.
Section 145 of the Delaware General Corporation Law grants to the
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Amended and Restated
By-laws of the Registrant provide for indemnification of each officer and
director of the Registrant to the fullest extent permitted by Delaware law.
David J. Butters and Robert B. Millard, employees of Lehman Brothers Inc.
("Lehman Brothers"), constitute two of the eight members of the Board of
Directors of the Registrant. Under the restated certificates of incorporation,
as amended to date, of Lehman Brothers and its parent, Lehman Brothers Holdings
Inc. ("Holdings"), both Delaware corporations, Messrs. Butters and Millard, in
their capacity as directors of the Registrant, are to be indemnified by Lehman
Brothers and Holdings to the fullest extent permitted by Delaware law. Messrs.
Butters and Millard are serving as directors of the Registrant at the request of
Lehman Brothers and Holdings.
Section 145 of the Delaware General Corporation Law also empowers the
Registrant to purchase and maintain insurance on behalf of any person who is or
was an officer or director of the Registrant against liability asserted against
or incurred by him in any such capacity, whether or not the Registrant would
have the power to indemnify such officer or director against such liability
under the provisions of Section 145. The Registrant has purchased and maintains
a directors' and officers' liability policy for such purposes. Messrs. Butters
and Millard are insured against certain liabilities which they may incur in
their capacity as directors pursuant to insurance maintained by Holdings.
II-1
<PAGE> 16
ITEM 16. EXHIBITS.
3.1 - Amended and Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by reference to Exhibit
No. 3.1 to Form 10-K (File 1-13086) filed March 30, 1999).
3.2 - By-laws of the Registrant, as amended (incorporated by
reference to Exhibit No. 3.2 to Form 8-K
(File 1-3086) filed June 2, 1998).
4.1 - See Exhibits numbered 3.1 and 3.2 for provisions of the
Amended and Restated Certificate of Incorporation and By-laws
of the Registrant defining the rights of the holders of Common
Stock.
4.2 - Amended and Restated Credit Agreement dated as of May 27,
1998, among EVI, Inc., EVI Oil Tools Canada Ltd., Chase Bank
of Texas, National Association, as U.S. Administrative Agent,
The Bank of Nova Scotia, as Documentation Agent and Canadian
Agent, ABN AMRO Bank, N.V., as Syndication Agent, and the
other Lenders defined therein, including the forms of Notes
(incorporated by reference to Exhibit No. 4.1 to Form 8-K
(File 1-13086) filed June 16, 1998).
4.3 - Indenture dated March 15, 1994, among Energy Ventures, Inc.,
as Issuer, the Subsidiary Guarantors party thereto, as
Guarantors, and Chemical Bank, as Trustee (incorporated by
reference to Form 8-K (File 1-13086) filed April 5, 1994).
4.4 - Specimen 10 1/4% Senior Note due 2004 of Energy Ventures,
Inc. (incorporated by reference to Form 8-K (File 1-13086)
filed April 5, 1994).
4.5 - First Supplemental Indenture by and among Energy Ventures,
Inc., Prideco and Chemical Bank, as trustee, dated June 30,
1995 (incorporated by reference to Exhibit No. 4.4 to
Registration Statement on Form S-3 (Reg. No. 33-61933)).
4.6 - Second Supplemental Indenture by and among Energy Ventures,
Inc., EVI Arrow, Inc., EVI Watson, Inc. and The Chase
Manhattan Bank, as trustee, dated effective as of December 6,
1996 (incorporated by reference to Exhibit 4.6 to Form 10-K
(File 1-13086) filed March 20, 1997).
4.7 - Third Supplemental Indenture by and among EVI, Inc., Ercon,
Inc. and The Chase Manhattan Bank, as trustee, dated effective
as of May 1, 1997 (incorporated by reference to Exhibit 99.2
to Form 8-K (File 1-13086) filed October 27, 1997).
4.8 - Fourth Supplemental Indenture by and among EVI, Inc., XLS
Holding, Inc., XL Systems, Inc. and The Chase Manhattan Bank,
as trustee, dated effective as of August 25, 1997
(incorporated by reference to Exhibit 99.3 to Form 8-K (File
1-13086) filed October 27, 1997).
4.9 - Fifth Supplemental Indenture by and between EVI, Inc. and
The Chase Manhattan Bank dated as of December 12, 1997
(including the Form of Note and Form of Exchange Note)
(incorporated by reference to Exhibit 4.1 to Form 8-K (File
1-13086) filed December 31, 1997).
4.10 - Indenture dated as of October 15, 1997, between EVI, Inc. and
The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit No. 4.13 to Registration Statement on
Form S-3 (Reg. No. 333-45207)).
4.11 - First Supplemental Indenture dated as of October 28, 1997,
between EVI, Inc. and The Chase Manhattan Bank, as Trustee
(including Form of Debenture) (incorporated by reference to
Exhibit 4.2 to Form 8-K (File 1-13086) filed November 5,
1997).
4.12 - Registration Rights Agreement dated November 3, 1997, by and
among EVI, Inc., Morgan Stanley & Co. Incorporated, Donaldson,
Lufkin & Jenrette Securities Corporation, Credit Suisse First
Boston Corporation, Lehman Brothers Inc., Prudential
Securities Incorporated and Schroder & Co. Inc. (incorporated
by reference to Exhibit 4.3 to Current Report on Form 8-K
(File 1-13086) filed November 5, 1997).
4.13 - Indenture dated May 17, 1996, between Weatherford Enterra,
Inc. and Bank of Montreal Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K (File No. 1-7867)
dated May 28, 1996).
4.14 - First Supplemental Indenture dated and effective as of May
27, 1998, between EVI Weatherford, Inc., the successor by
merger to Weatherford Enterra, Inc., and Bank of Montreal
Trust Company, as Trustee (incorporated by reference to
Exhibit 4.1 to Weatherford Enterra, Inc.'s Current Report on
Form 8-K (File No. 1-7867) filed June 2, 1996).
II-2
<PAGE> 17
4.15 - Form of Weatherford Enterra, Inc.'s 7 1/4% Notes due May 15,
2006 (incorporated by reference to Exhibit 4.2 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K (File No. 1-7867)
dated May 28, 1996).
4.16 - Participation Agreement dated December 8, 1998, by and among
Weatherford Enterra Compression Company, L.P., ABN AMRO Bank
N.V., as Administrative Agent, Arranger and Syndication Agent,
Chase Bank of Texas, National Association, and the Lessors
listed on Schedule I thereto (incorporated by reference to
Exhibit 4.16 to Amendment No. 2 to Registration Statement on
Form S-4 (Reg. No. 333-65663)).
4.17 - Master Lease Intended as Security dated as of December 8,
1998, between Weatherford Enterra Compression Company, L.P.,
as Lessee, and ABN AMRO Bank N.V., as Administrative Agent for
the Lessors (incorporated by reference to Exhibit 4.17 to
Amendment No. 2 to Registration Statement on Form S-4 (Reg.
No. 333-65663)).
4.18 - Guaranty Agreement dated as of December 8, 1998, between
Weatherford International, Inc. and ABN AMRO Bank N.V., as
Administrative Agent for the Lessors (incorporated by
reference to Exhibit 4.18 to Amendment No. 2 to Registration
Statement on Form S-4 (Reg. No. 333-65663)).
4.19 - Agreement and Plan of Reorganization dated September 14, 1999,
among Williams Tool Co., the shareholders of Williams Tool
Co., the shareholders of Williams Tool Co. (Canada) Inc.
(formerly 598148 Alberta Ltd.), Weatherford International,
Inc. and Weatherford Acquisition, Inc. (incorporated by
reference to Exhibit 10.1 to Form 8-K (File 1-13086) filed
September 24, 1999).
*5.1 - Opinion of Curtis W. Huff, Senior Vice President, General
Counsel and Secretary of the Registrant.
*23.1 - Consent of Arthur Andersen LLP, with respect to the
financial statements of Weatherford International, Inc.
*23.2 - Consent of Ernst & Young LLP, with respect to the financial
statements of Dailey International Inc.
*23.3 - Consent of Curtis W. Huff, Senior Vice President, General
Counsel and Secretary of the Registrant (included in Exhibit
5.1).
*24.1 - Powers of Attorney from certain members of the Board of
Directors of the Registrant (contained on page II-5).
- ----------------
* Filed herewith.
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant has not
filed with this Registration Statement certain instruments defining the rights
of holders of long-term debt of the Registrant and its subsidiaries because the
total amount of securities authorized under any of such instruments does not
exceed 10% of the total assets of the Registrant and its subsidiaries on a
consolidated basis. The Registrant agrees to furnish a copy of any such
agreement to the Commission upon request.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii)To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment hereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the
II-3
<PAGE> 18
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Securities Act or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Houston, State of Texas, on September 28, 1999.
WEATHERFORD INTERNATIONAL, INC.
By: /s/ Bernard J. Duroc-Danner
------------------------------------------------------
Bernard J. Duroc-Danner
President, Chief Executive Officer, Chairman of the
Board and Director (Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Bernard J. Duroc-Danner and Bruce F.
Longaker, Jr., or any of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same and all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, and any of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bernard J. Duroc-Danner President, Chief Executive Officer, September 28, 1999
- ---------------------------------------------- Chairman of the Board and Director
Bernard J. Duroc-Danner (Principal Executive Officer)
/s/ Bruce F. Longaker, Jr. Senior Vice President and September 28, 1999
- ---------------------------------------------- Chief Financial Officer
Bruce F. Longaker, Jr. (Principal Financial Officer)
/s/ Frances R. Powell Vice President, Accounting September 28, 1999
- ---------------------------------------------- and Controller
Frances R. Powell (Principal Accounting Officer)
/s/ David J. Butters Director September 28, 1999
- ----------------------------------------------
David J. Butters
Director
- ----------------------------------------------
Philip Burguieres
/s/ Sheldon B. Lubar Director September 28, 1999
- ----------------------------------------------
Sheldon B. Lubar
/s/ William E. Macaulay Director September 28, 1999
- ----------------------------------------------
William E. Macaulay
/s/ Robert B. Millard Director September 28, 1999
- ----------------------------------------------
Robert B. Millard
/s/ Robert K. Moses, Jr. Director September 28, 1999
- ----------------------------------------------
Robert K. Moses, Jr.
/s/ Robert A. Rayne Director September 28, 1999
- ----------------------------------------------
Robert A. Rayne
</TABLE>
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by reference to
Exhibit No. 3.1 to Form 10-K (File 1-13086) filed March 30,
1999).
3.2 By-laws of the Registrant, as amended (incorporated by
reference to Exhibit No. 3.2 to Form 8-K (File 1-3086)
filed June 2, 1998).
4.1 See Exhibits numbered 3.1 and 3.2 for provisions of the
Amended and Restated Certificate of Incorporation and
By-laws of the Registrant defining the rights of the
holders of Common Stock.
4.2 Amended and Restated Credit Agreement dated as of May 27,
1998, among EVI, Inc., EVI Oil Tools Canada Ltd., Chase
Bank of Texas, National Association, as U.S. Administrative
Agent, The Bank of Nova Scotia, as Documentation Agent and
Canadian Agent, ABN AMRO Bank, N.V., as Syndication Agent,
and the other Lenders defined therein, including the forms
of Notes (incorporated by reference to Exhibit No. 4.1 to
Form 8-K (File 1-13086) filed June 16, 1998).
4.3 Indenture dated March 15, 1994, among Energy Ventures,
Inc., as Issuer, the Subsidiary Guarantors party thereto,
as Guarantors, and Chemical Bank, as Trustee (incorporated
by reference to Form 8-K (File 1-13086) filed April 5,
1994).
4.4 Specimen 10 1/4% Senior Note due 2004 of Energy Ventures,
Inc. (incorporated by reference to Form 8-K (File 1-13086)
filed April 5, 1994).
4.5 First Supplemental Indenture by and among Energy Ventures,
Inc., Produce and Chemical Bank, as trustee, dated June 30,
1995 (incorporated by reference to Exhibit No. 4.4 to
Registration Statement on Form S-3 (Reg. No. 33-61933)).
4.6 Second Supplemental Indenture by and among Energy Ventures,
Inc., EVI Arrow, Inc., EVI Watson, Inc. and The Chase
Manhattan Bank, as trustee, dated effective as of December
6, 1996 (incorporated by reference to Exhibit 4.6 to Form
10-K (File 1- 13086) filed March 20, 1997).
4.7 Third Supplemental Indenture by and among EVI, Inc., Ercon,
Inc. and The Chase Manhattan Bank, as trustee, dated
effective as of May 1, 1997 (incorporated by reference to
Exhibit 99.2 to Form 8-K (File 1-13086) filed October 27,
1997).
4.8 Fourth Supplemental Indenture by and among EVI, Inc., XLS
Holding, Inc., XL Systems, Inc. and The Chase Manhattan
Bank, as trustee, dated effective as of August 25, 1997
(incorporated by reference to Exhibit 99.3 to Form 8-K
(File 1-13086) filed October 27, 1997).
4.9 Fifth Supplemental Indenture by and between EVI, Inc. and
The Chase Manhattan Bank dated as of December 12, 1997
(including the Form of Note and Form of Exchange Note)
(incorporated by reference to Exhibit 4.1 to Form 8-K (File
1-13086) filed December 31, 1997).
4.10 Indenture dated as of October 15, 1997, between EVI, Inc.
and The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit No. 4.13 to Registration Statement on
Form S-3 (Reg. No. 333-45207)).
</TABLE>
<PAGE> 21
<TABLE>
<S> <C>
4.11 First Supplemental Indenture dated as of October 28, 1997,
between EVI, Inc. and The Chase Manhattan Bank, as Trustee
(including Form of Debenture) (incorporated by reference to
Exhibit 4.2 to Form 8-K (File 1-13086) filed November 5,
1997).
4.12 Registration Rights Agreement dated November 3, 1997, by
and among EVI, Inc., Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation, Credit
Suisse First Boston Corporation, Lehman Brothers Inc.,
Prudential Securities Incorporated and Schroder & Co. Inc.
(incorporated by reference to Exhibit 4.3 to Form 8-K (File
1-13086) filed November 5, 1997).
4.13 Indenture dated May 17, 1996, between Weatherford Enterra,
Inc. and Bank of Montreal Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K (File No.
1-7867) dated May 28, 1996).
4.14 First Supplemental Indenture dated and effective as of May
27, 1998, between EVI Weatherford, Inc., the successor by
merger to Weatherford Enterra, Inc., and Bank of Montreal
Trust Company, as Trustee (incorporated by reference to
Exhibit 4.1 to Weatherford Enterra, Inc.'s Current Report
on Form 8-K (File No. 1-7867) filed June 2, 1996).
4.15 Form of Weatherford Enterra, Inc.'s 7 1/4% Notes due May
15, 2006 (incorporated by reference to Exhibit 4.2 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K
(File No. 1-7867) dated May 28, 1996).
4.16 Participation Agreement dated December 8, 1998, by and
among Weatherford Enterra Compression Company, L.P., ABN
AMRO Bank N.V., as Administrative Agent, Arranger and
Syndication Agent, Chase Bank of Texas, National
Association, and the Lessors listed on Schedule I thereto
(incorporated by reference to Exhibit 4.16 to Amendment No.
2 to Registration Statement on Form S-4 (Reg. No.
333-65663)).
4.17 Master Lease Intended as Security dated as of December 8,
1998, between Weatherford Enterra Compression Company,
L.P., as Lessee, and ABN AMRO Bank N.V., as Administrative
Agent for the Lessors (incorporated by reference to Exhibit
4.17 to Amendment No. 2 to Registration Statement on Form
S-4 (Reg. No. 333- 65663)).
4.18 Guaranty Agreement dated as of December 8, 1998, between
Weatherford International, Inc. and ABN AMRO Bank N.V., as
Administrative Agent for the Lessors (incorporated by
reference to Exhibit 4.18 to Amendment No. 2 to
Registration Statement on Form S-4 (Reg. No. 333-65663)).
4.19 Agreement and Plan of Reorganization dated September 14,
1999, among Williams Tool Co., the shareholders of Williams
Tool Co., the shareholders of Williams Tool Co. (Canada)
Inc. (formerly 598148 Alberta Ltd.), Weatherford
International, Inc. and Weatherford Acquisition, Inc.
(incorporated by reference to Exhibit 10.1 to Form 8-K
(File 1-13086) filed September 24, 1999).
*5.1 Opinion of Curtis W. Huff, Senior Vice President, General
Counsel and Secretary of the Registrant.
*23.1 Consent of Arthur Andersen LLP, with respect to the
financial statements of Weatherford International, Inc.
</TABLE>
<PAGE> 22
<TABLE>
<S> <C>
*23.2 Consent of Ernst & Young LLP, with respect to the financial
statements of Dailey International Inc.
*23.3 Consent of Curtis W. Huff, Senior Vice President, General
Counsel and Secretary of the Registrant (included in
Exhibit 5.1).
*24.1 Powers of Attorney from certain members of the Board of
Directors of the Registrant (contained on page II-5).
</TABLE>
- -----------------
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
[Weatherford International, Inc. Letterhead]
September 30, 1999
Weatherford International, Inc.
515 Post Oak Boulevard, Suite 600
Houston, Texas 77027
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of
Weatherford International, Inc., a Delaware corporation (the "Company"), and
have acted as counsel for the Company in connection with the registration under
the Securities Act of 1933 of 1,687,744 shares of the Company's common stock,
$1.00 par value (the "Shares"), to be offered by certain selling stockholders of
the Company (the "Selling Stockholders") upon the terms and subject to the
conditions set forth in the Company's Registration Statement on Form S-3
covering the Shares (the "Registration Statement") filed with the Securities and
Exchange Commission.
In connection therewith, I have examined the Registration Statement,
originals or copies certified or otherwise identified to my satisfaction of the
Amended and Restated Certificate of Incorporation, as amended, of the Company,
the amended By-laws of the Company, the corporate proceedings with respect to
the offering of the Shares and such other documents and instruments as I have
deemed necessary or appropriate for the expression of the opinions contained
herein.
I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to me as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that I have examined.
Based on the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that the Shares proposed to be
offered by the Selling Stockholders have been duly and validly authorized for
issuance and are duly and validly issued, fully paid and nonassessable.
The opinions expressed herein relate solely to, are based solely upon
and are limited exclusively to the General Corporation Law of the State of
Delaware and the federal laws of the United States of America, to the extent
applicable, and I am expressing no opinion as to the effect of the laws of any
other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus included as part of the Registration Statement.
Very truly yours,
/s/Curtis W. Huff
Curtis W. Huff
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
February 17, 1999 included in Weatherford International, Inc.'s Form 10-K for
the year ended December 31, 1998, and to all references to our Firm included in
this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Houston, Texas
September 30, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of Weatherford
International, Inc. for the registration of 1,687,744 shares of its common stock
and to the incorporation by reference therein of our report dated March 29,
1999, with respect to the consolidated balance sheets of Dailey International
Inc. as of December 31, 1998 and 1997, and the related consolidated statements
of operations, stockholders' equity, and cash flows for the year ended December
31, 1998, the eight month period ended December 31, 1997 and for each of the two
years in the period ended April 30, 1997, included in Weatherford International,
Inc.'s Form 8-K dated May 21, 1999 and incorporated by reference in Weatherford
International, Inc.'s Form 8-K dated August 31, 1999.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Houston, Texas
September 30, 1999
