SMITH INTERNATIONAL INC
8-K, 1999-06-18
MISCELLANEOUS CHEMICAL PRODUCTS
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                      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


                                 June 18, 1999
                                Date of Report
                       (Date of earliest event reported)



                           SMITH INTERNATIONAL, INC.
            (Exact name of Registrant as specified in its charter)




          Delaware                                               95-3822631
(State or other jurisdiction of           1-8514             (I.R.S. Employer
incorporation or organization)    (Commission File Number)   Identification No.)


                              16740 Hardy Street
                                Houston, Texas
                   (Address of principal executive offices)

                                     77032
                                  (Zip Code)


                                (281) 443-3370
             (Registrant's telephone number, including area code)

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ITEM 5:  Other Events

         A copy of the press release announcing the Company's acquisition of
certain oilfield supply and distribution operations from CONEMSCO, Inc. and
the appointment of new management positions is filed as Exhibit 99.1 and is
hereby incorporated herein by reference.


         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.

                                        SMITH INTERNATIONAL, INC.


Date: June 18, 1999                     /s/ NEAL S. SUTTON
                                        ---------------------------------------
                                        By:  Neal S. Sutton
                                        Senior Vice President - Administration,
                                        General Counsel and Secretary

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                               INDEX TO EXHIBITS



Exhibit
Number                     Description
- -------------              --------------------

 99.1                      Press Release, dated June 1, 1999


<PAGE>   1



                                                                  Exhibit 99.1
- --------------------------------------------------------------------------------

                      SMITH INTERNATIONAL, INC. ANNOUNCES
                    MANAGEMENT APPOINTMENTS AND ACQUISITION

         HOUSTON, June 1 /PRNewswire/ -- Smith International, Inc. (NYSE,
PSX:SII) (Smith) today announced it had acquired the oilfield supply and
distribution operations, excluding the Oilfield Country Tubular Goods (OCTG)
business, of CONEMSCO, Inc. (CE). In addition, Smith acquired approximately
8.6 million shares of common stock of CE Franklin Ltd., owned by CE. CE
Franklin Ltd. is a public company quoted on the American Stock Exchange (CFK)
and the Toronto Stock Exchange (CFT), and is principally engaged in the supply
and distribution of materials to the oil and gas industry in Canada. The
transaction closed effective May 28, 1999.

         Smith also announced that it had signed a letter of intent with
Sooner, Inc. to sell to Sooner the OCTG business of Smith's Wilson unit. The
transaction is subject to completion of a definitive agreement and is expected
to close by June 9, 1999.

         Doug Rock, Chairman and CEO, stated, "The CE distribution operations
will be combined with our Wilson business unit to form a leading oilfield and
industrial distribution business."

         Smith further announced the appointment of John Kennedy as President
and Chief Executive Officer of the combined businesses (Wilson) effective
immediately.  Previously John was Senior Vice President and Chief Financial
Officer of Smith.

         John Kennedy stated, "This is an exciting opportunity for the
employees of both Wilson and CE. The combination of two first class
organizations will benefit our customers through increased product range and
improved service capability. The economies of scale will enable us to benefit
from the advances in information technology which are reshaping supply chain
management."

         Smith announces the appointment of Margaret Dorman as Senior Vice
President and Chief Financial Officer. Margaret joined the company in 1995 and
previously served as Vice President and Controller of Smith. Prior to joining
the company, she was Corporate Controller of Landmark Graphics Corporation and
a Senior Manager with Ernst & Young. Margaret obtained her B.A. in Economics
and Business from Hendrix College and has spent the majority of her career in
the oilfield services industry.

         Doug Rock stated, "Margaret is a key member of our financial team.
She has skillfully managed Smith's growth over the past several years."

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         Smith International, Inc. is a leading worldwide supplier of premium
products and services to the oil and gas exploration, production and
petrochemical industries through its five principal business units -- M-I
Fluids, M-I SWACO, Smith Bits, Smith Drilling & Completions and Wilson.





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