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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): DECEMBER 21, 2000
WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
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DELAWARE 1-13086 04-2515019
(State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
515 POST OAK BLVD., SUITE 600
HOUSTON, TEXAS 77027
(Address of Principal Executive Offices) (Zip Code)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 693-4000
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ITEM 5. OTHER EVENTS
FOURTH QUARTER UPDATE
The following is an update on our operations and results for the fourth
quarter of 2000 and our expectations for next year. This update should be read
in conjunction with our quarterly report on Form 10-Q for the quarter ended
September 30, 2000, and the forward looking information provided in this report
is qualified by the assumptions and qualifications described in that report
under the heading "Forward Looking Information and Regulation FD
Considerations". This information is being provided solely as a mid-quarter
update on our results for the quarter in order to facilitate a better
understanding of our company. We do not intend to update this information until
we have released our results for the fourth quarter and the year ending December
31, 2000.
GENERAL
The fourth quarter of 2000 is progressing substantially as we had
envisioned in our Quarterly Report on Form 10-Q for the quarter ended September
30, 2000. Our consolidated revenues, operating profit and EBITDA (earnings
before interest, taxes, depreciation and amortization) have continued to
increase in line with our expectations. Although we cannot assure our investors
on what our final results for the fourth quarter will be, based on our October
and November results and excluding any charges associated with our Compression
Services Division for the quarter, we believe that the "consensus" estimate of
$.28 per share from continuing operations as reported by "First Call" is
reasonable. Our actual results for the quarter will be dependent upon December's
results and there not being any unforeseen events during December or adjustments
to October's and November's results when we close the books for the quarter and
year.
OTHER INFORMATION
In the context of looking at our anticipated results for the fourth
quarter, the following updates certain of the trends and information that we
have provided to the markets in our public disclosures:
o Activity levels are increasing at each of our divisions, with
the strongest growth being realized in our Drilling and
Intervention Services Division.
o North America remains very active, with Canada expected to
report a strong December.
o Margins, particularly in our Drilling and Intervention
Services Division, continue to improve as prior domestic price
increases begin to be felt.
o Our Completion Systems Division continues to see improved
revenue growth. Margins for the quarter, however, are expected
to be impacted by costs, including research and development,
associated with the planned growth for this division. The
results of this division will be highly dependent on the
activity levels in December as well as its product mix for the
quarter.
o Our Artificial Lift Systems Division continues to see
improvement throughout its markets, in particular Canada
and in progressive cavity and reciprocating pumps.
o Our Compression Services Division has begun its recovery and,
other than charges that may be made at year-end relating to or
associated with the proposed combination of this division with
Universal Holdings, Inc., this division is expected to show
improvement against the third quarter.
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o On December 14, 2000, the waiting period for our filing under
the Hart-Scott-Rodino Antitrust Improvements Act with respect
to our proposed investment in Universal expired. As a result,
the remaining major contingencies with respect to this
transaction are stockholder approval and financing.
Universal's proxy statement for its Special Meeting of
Stockholders to be held in the first quarter of 2001, received
a "no review" from the Securities and Exchange Commission and
proxy materials will be forwarded to its stockholders later
this week or early next week. Discussions between Universal
and potential lenders are ongoing and both we and Universal
believe that the required financing will be obtained sometime
in February 2001. Accordingly, we currently expect that this
transaction will close on or around the middle of February
2001.
o As we previously announced, we do currently expect to incur
around $20 million in charges relating to the Compression
Services Division in the fourth quarter in addition to any
impairment charges that may be required due to the book value
of this division being less than the market value of the
Universal common stock to be received by us in the
transaction. We expect to make an accrual for this impairment
if the market price of the Universal common stock at year end
is less than around $35.50 a share. We will also be
establishing a deferred tax liability for our proposed
investment in Universal at year end based on the market price
of the Universal common stock to be received by us at year end
and our tax bases in the assets to be contributed to Universal
in the transaction at the time of the closing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WEATHERFORD INTERNATIONAL, INC.
Dated: December 21, 2000 By: /s/ Curtis W. Huff
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Curtis W. Huff
Executive Vice President and
Chief Financial Officer
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