UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Tuboscope Vetco International Corporation
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
898594-10-6
(CUSIP Number)
Lawrence O'Donnell, III, Esq., Baker Hughes Incorporated
3900 Essex Lane, Suite 1200, Houston, Texas 77027, Tel. No. (713) 439-8600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 24, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 898594-10-6 Page 2 of 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baker Hughes Incorporated, a Delaware corporation ("Baker Hughes")
76-0207995
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00: Baker Hughes received on or about October 29, 1991, (a) 1,686,047
shares of the Common Stock, $.01 par value per share (the "Common
Stock"), of Tuboscope Vetco International Corporation,a Delaware
corporation ("Tuboscope"), and (b)100,000 shares of Tuboscope's
Series A Convertible Preferred Stock, $0.01 par value per share
(the "Preferred Stock"), as part of the consideration that
Tuboscope gave to Baker Hughes for Baker Hughes' sale to
Tuboscope of certain of Baker Hughes' assets.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(E)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
3,186,047 shares of the Common Stock and
a warrant to purchase up to an additional
NUMBER OF 1,250,000 shares of Common Stock.
SHARES ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,186,047 shares of the Common Stock and
PERSON a warrant to purchase up to an additional
WITH 1,250,000 shares of Common Stock.
---------------------------------------------
10 SHARED DISPOSITIVE POWER
---------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Baker Hughes beneficially owns 3,186,047 shares of the Common Stock and
a warrant to purchase up to an additional 1,250,000 shares of the Common
Stock (subject to adjustment), for an aggregate of 4,436,047 shares of
Common Stock beneficially owned.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Based upon information that Tuboscope provided to Baker Hughes:
Approximately 7.8% of the Common Stock (excluding the warrant
that Baker Hughes holds); Approximately 10.8% of the Common Stock
(including the warrant that Baker Hughes holds).
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5
Amendment No. 5
to
Schedule 13D
of
Baker Hughes Incorporated
The following Items of the Schedule 13D of Baker Hughes Incorporated,
a Delaware corporation ("Baker Hughes"), for the event dated October 29,
1991, as amended by Amendment No. 1 thereto for the event dated July 15,
1993, Amendment No. 2 thereto for the event dated August 17, 1993, Amendment
No. 3 thereto for the event dated January 4, 1996, and Amendment No. 4
thereto for the event dated March 13, 1996, in each case, relating to the
Common Stock, $.01 par value per share (the "Common Stock"), of Tuboscope
Vetco International Corporation, a Delaware corporation ("Tuboscope"), are
hereby amended in their entirety:
Item 1: Security and Issuer.
This Schedule 13D relates to the Common Stock. On or about October
29, 1991, Baker Hughes received 1,686,047 shares of the Common Stock and
100,000 shares of Tuboscope's Series A Convertible Preferred Stock, $0.01
par value per share (the "Preferred Stock"), as part of the consideration
for Baker Hughes' sale of certain of its assets to Tuboscope. On March 13,
1996, Baker Hughes and Tuboscope entered into an Exchange Agreement providing
for the Exchange (defined below) of the Preferred Stock held by Baker Hughes
for 1,500,000 additional shares of the Common Stock and a warrant to purchase
up to 1,250,000 shares of the Common Stock (subject to adjustment), and on
April 24, 1996, the Exchange was consummated as described in Item 4 below.
The address of Tuboscope's principal executive office is 2835 Holmes Road,
Houston, Texas 77051.
Item 2: Identity and Background
The reporting person, Baker Hughes, is a provider of products and
services to the oil, gas and process industries and is incorporated under
the laws of the State of Delaware. The address of Baker Hughes' principle
executive office is 3900 Essex Lane, Houston, Texas 77027.
(d) During the past five years, Baker Hughes has not been convicted
in any criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the past five years Baker Hughes has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, United States federal or
state securities laws or finding any violation with respect to such laws.
Item 3: Source and Amount of Funds or Other Consideration
On or about October 29, 1991, Baker Hughes received 1,686,047 shares
of the Common Stock and 100,000 shares of the Preferred Stock, as part of
Page 4 of 5
the consideration for Baker Hughes' sale of certain of its assets to
Tuboscope. Pursuant to the Exchange, Baker Hughes received 1,500,000
additional shares of Common Stock and a warrant to purchase up to 1,250,000
additional shares of Common Stock in exchange for the 100,000 shares of
Preferred Stock.
Item 4: Purpose of Transaction
On April 24, 1996, Baker Hughes consummated the transactions
contemplated by the Exchange Agreement (the "Exchange Agreement") dated as of
January 3, 1996, between Baker Hughes and Tuboscope whereby Tuboscope issued
to Baker Hughes (i) 1.5 million additional shares of the Common Stock and
(ii) a warrant to purchase up to an additional 1.25 million shares of the
Common Stock (subject to adjustment) in exchange (the "Exchange") for all of
the Preferred Stock held by Baker Hughes. These warrants will have an
exercise price of $10.00 per share and expire on December 31, 2000. Certain
other agreements between Baker Hughes and Tuboscope, including (without
limitation) agreements regarding registration rights that Tuboscope granted
to Baker Hughes, are set forth in the Exchange Agreement.
Pursuant to the Purchase Agreement dated as of October 1, 1991 (the
"Purchase Agreement"), between Baker Hughes and Tuboscope, Tuboscope has
certain rights of first refusal on the shares of Common Stock held by Baker
Hughes under certain conditions. In addition, Baker Hughes has agreed to
other restrictions on its disposition of the Common Stock as set forth in
Article 8 of the Purchase Agreement. Certain other agreements between
Baker Hughes and Tuboscope are also set forth in the Purchase Agreement.
Baker Hughes has no current intention of acquiring or disposing of
shares of the Common Stock; however, Baker Hughes' intentions may change in
light of facts and circumstances that may arise in future dealings in the
marketplace or other events affecting Tuboscope or Baker Hughes and the
operation of the terms of their agreements.
Baker Hughes has the right to designate a director of the Company as
set forth in the Purchase Agreement.
Item 5. Interest in Securities of the Issuer
(a) Baker Hughes beneficially own 3,186,047 shares of the Common Stock
and a warrant to purchase up to an additional 1,250,000 shares of Common
Stock (subject to adjustment), for a total beneficial ownership of 4,436,047
shares of Common Stock (including the warrants), or 10.8% of the outstanding
Common Stock (based upon information that Tuboscope provided to Baker
Hughes).
(b) Baker Hughes has sole voting power and sole dispositive power with
respect to the shares of Common Stock beneficially owned by it.
(c) See Item 3 above.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds of sale of,
the Common Stock beneficially owned by the reporting person.
(e) Not applicable.
Page 5 of 5
Item 6: Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
6.1 Pursuant to the Purchase Agreement, Tuboscope has certain rights
of first refusal on the shares of Common Stock held by Baker Hughes under
certain conditions. In addition, Baker Hughes has agreed to other
restrictions on its disposition of the Common Stock as set forth in Article
8 of the Purchase Agreement. Certain other agreements between Baker Hughes
and Tuboscope are also set forth in the Purchase Agreement.
Item 7: Material to be Filed as Exhibits
7.1 - Purchase Agreement dated October 1, 1991, between Baker Hughes and
Tuboscope.*
7.2 - Exchange Agreement dated as of January 3, 1996, between Baker Hughes
and Tuboscope.**
* Filed previously as an Exhibit to the reporting person's Schedule 13D
dated October 29, 1991, and incorporated herein by reference.
** Filed previously as an Exhibit to the reporting person's Amendment No. 4
to Schedule 13D for the event dated March 13, 1996, and incorporated herein
by reference.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, correct
and complete.
Date: April 25, 1996 By: /s/ Lawrence O'Donnell, III
-----------------------------------
Lawrence O'Donnell, III
Vice President, General Counsel and
Corporate Secretary of Baker Hughes
Incorporated
