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PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(3)
(TO PROSPECTUS DATED JUNE 15, 1999) REGISTRATION NO. 333-80215
446,838 Shares
WEATHERFORD INTERNATIONAL, INC.
Common Stock
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This document supplements the prospectus dated June 15, 1999,
relating to up to 446,838 shares of our common stock that may be offered and
resold by the selling stockholders listed in this prospectus supplement.
This prospectus supplement is incorporated by reference into the
prospectus. Our common stock is listed on the New York Stock Exchange under the
symbol "WFT". On October 15, 1999, the last reported sales price for our common
stock on the New York Stock Exchange was $33.19 per share.
The selling stockholders' information in this prospectus supplement
replaces and supersedes all information set forth for the selling stockholders
under the caption entitled "Selling Stockholders" in the prospectus.
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INVESTING IN THESE SHARES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 5 OF THE PROSPECTUS.
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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.
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The date of this prospectus supplement is October 18, 1999.
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SELLING STOCKHOLDERS
This prospectus is part of a registration statement that we filed
pursuant to registration rights granted to the selling stockholders under
agreements we entered into in connection with the following:
o the acquisition by our Completion and Oilfield Services
Division of substantially all of the assets of ECD/Northwest,
Inc.; and
o the acquisition by our Drilling Products Division of certain
of the assets of Texas Pipe Works, Inc.
Pursuant to the terms of the acquisition agreements, 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 agreements also provide 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 they sell.
We expect to withdraw registration of any unsold shares on or shortly after May
27, 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 October 13, 1999, all of which may be
sold pursuant to this prospectus:
<TABLE>
<CAPTION>
Name of Number of Percent of
Selling Stockholder Shares Owned(1) Outstanding Shares
------------------- --------------- ------------------
<S> <C> <C>
Clearwater Holdings, Inc............................ 1,913 *
Kevin W. Smith...................................... 55,843 *
Todd R. Thomas...................................... 32,688 *
James E. Wilkes..................................... 41,479 *
Ted M. Wilkes....................................... 27,240 *
Argosy Investment Partners, L.P..................... 9,707 *
North Atlantic Venture Fund II LP................... 14,791 *
ECD/Northwest, Inc.(2).............................. 197,212 *
Mark Blanks, Jr..................................... 12,415 *
Patrick D. Dugan.................................... 2,550 *
</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, we cannot estimate the number of
shares of our common stock that the selling stockholders will hold
upon termination of any sales.
(2) All of the shares beneficially owned by ECD/Northwest, Inc. are currently
held in escrow.
We currently employ Todd R. Thomas and Ted M. Wilkes at annual base
salaries of $102,900 and $86,004. Ted M. Wilkes also receives additional
monthly payments of $1,000 pursuant to our employment agreement with him. In
addition, pursuant to our employee stock option plan, Todd R. Thomas holds an
option to purchase 25,000 shares of our common stock and Ted M. Wilkes holds an
option to purchase 12,000 shares of our common stock. 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.
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