EXHIBIT 99.1
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FOR RELEASE
THURSDAY, JUNE 8, 2000
CONTACT: MARGARET K. DORMAN
CHIEF FINANCIAL OFFICER
SMITH INTERNATIONAL, INC.
(281) 443-3370
SMITH INTERNATIONAL, INC. DECLARES DIVIDEND DISTRIBUTION OF
PREFERRED SHARE PURCHASE RIGHTS
HOUSTON, Texas (June 8, 2000)....The Board of Directors of Smith International,
Inc. (NYSE, PCX : SII) today declared a dividend distribution of one Preferred
Share Purchase Right on each outstanding share of Smith International's common
stock, replacing similar rights that will expire on June 19, 2000.
Doug Rock, Chairman and Chief Executive Officer of Smith International, Inc.,
stated: "The new Rights, like the Rights that are expiring, are designed to
assure that all of Smith International's stockholders receive fair and equal
treatment in the event of any proposed takeover of the Company and to guard
against abusive tactics to gain control of Smith International without paying
all stockholders a premium for that control. The Rights are not being adopted in
response to any specific takeover threat, but are a response to the general
takeover environment."
The Rights are intended to enable all Smith International stockholders to
realize the long-term value of their investment in the Company. The Rights will
not prevent a takeover, but should encourage anyone seeking to acquire the
Company to negotiate with the Board prior to attempting a takeover.
The Rights will be exercisable only if a person or group acquires 20% or more of
Smith International's common stock or commences a tender offer the consummation
of which would result in ownership by a person or group of 20% or more of the
common stock. Each Right will entitle stockholders to buy one one-hundredth of a
share of Smith International's Junior Participating Preferred Stock at an
exercise price of $350.
If a person or group acquires 20% or more of Smith International's outstanding
common stock, each Right will entitle its holder (other than such person or
members of such group) to purchase, at the Right's then-current exercise price,
a number of Smith International's common shares having a market value of twice
such price. In addition, if Smith International is acquired in a merger or other
business combination transaction after a person has acquired 20% or more of the
Company's outstanding common stock, each Right will entitle its holder to
purchase, at the Right's then-current exercise price, a number of the acquiring
company's common shares having a market value of twice such price. The acquiring
person will not be entitled to exercise these Rights.
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Prior to the acquisition by a person or group of beneficial ownership of 20% or
more of the Company's common stock, the Rights are redeemable for one cent per
Right at the option of the Board of Directors.
The Board of Directors is also authorized to reduce the 20% thresholds referred
to above to not less than 10%.
The dividend distribution will be made on June 20, 2000, to stockholders of
record on that date, and is not taxable to stockholders. The Rights will expire
on June 19, 2010.
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 four principal business units - M-I L.L.C., Smith
Bits, Smith Services and Wilson.
SMITH INTERNATIONAL, INC.
PO Box 60068
Houston, Texas 77205-0068
1-800-US-SMITH
