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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
January 4, 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).
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SCHEDULE 13D
CUSIP No. 898594-10-6 Page 2 of 7
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
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8 SHARED VOTING POWER
1,686,047 shares of the Common Stock and
NUMBER OF 100,000 shares of the Preferred Stock,
SHARES which are convertible into 1,000,000
BENEFICIALLY shares of the Common Stock. See Items
OWNED BY 2,5 and 6.3 below.
EACH -----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,686,047 shares of the Common Stock and
WITH 100,000 shares of the Preferred Stock,
which are convertible into 1,000,000
shares of the Common Stock
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,686,047 shares of the Common Stock and 100,000 shares of the Preferred
Stock, which are convertible into 1,000,000 shares of the Common Stock.
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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 9.1% of the Common Stock (excluding the Preferred Stock
that Baker Hughes holds). Approximately 14.5% of the Common Stock
(including the Preferred Stock that Baker Hughes holds).
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Amendment No. 3
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, and
Amendment No. 2 thereto for the event dated August 17, 1993, 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. Each share of the Preferred Stock is
convertible into 10 shares of the Common Stock, subject to certain adjustments.
As of the date hereof, Baker Hughes' 100,000 shares of the Preferred Stock are
convertible into 1,000,000 shares of the Common Stock.
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.
On January 4, 1996, Baker Hughes entered into a Voting Agreement dated
as of January 3, 1996 (the "Voting Agreement"), with D.O.S. Ltd., a Bermuda
corporation ("DOS"), and Brentwood Associates IV, L.P. ("Brentwood"), the terms
of which are described in Item 6.3 below. As a result, Baker Hughes may be
deemed to be part of a group with DOS and Brentwood; however, Baker Hughes
hereby disclaims any such relationship. Information regarding each of DOS and
Brentwood provided in this Amendment No. 3 to Schedule 13D of Baker Hughes
Incorporated has been provided to the best information and belief of Baker
Hughes. For information regarding each of Brentwood and DOS, refer to the
Schedules 13D, if any (or any amendments thereto) filed by each of Brentwood and
DOS, respectively.
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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 the
consideration for Baker Hughes' sale of certain of its assets to Tuboscope.
Item 4: Purpose of Transaction
At present, Baker Hughes intends to negotiate an agreement with
Tuboscope whereby Tuboscope would issue to Baker Hughes (i) 1.5 million
additional shares of the Common Stock and (ii) warrants to purchase up to an
additional 1.25 million shares of the Common Stock in exchange (the "Exchange")
for all of the Preferred Stock held by Baker Hughes. These warrants would have
an exercise price of $10.00 per share and expire on December 31, 2000. Any such
agreement is subject to the negotiation of written documentation, executed by
each of the parties, containing terms and conditions satisfactory to Baker
Hughes, including (without limitation) the condition that the Merger (defined in
Item 6.3 below) shall have been consummated.
As described in Item 6.3 below, pursuant to the Voting Agreement, Baker
Hughes has agreed to vote the shares of Common Stock that it holds in favor of
the Merger and related transactions.
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.
Except for the Exchange, Baker Hughes has no current intention of
acquiring or disposing of shares; 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.
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Item 5. Interest in Securities of the Issuer
(a)
<TABLE>
<CAPTION>
No of Shares Total No. Percent of
of Common of Shares of Common
No. of Stock into which Common Stock Stock
Beneficial No. of Shares Shares of Preferred Stock Beneficially Beneficially
Owner of Common Stock Preferred Stock is Convertible Owned Owned*
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<S> <C> <C> <C> <C> <C>
Baker 1,686,047 100,000 1,000,000 2,686,047 14.5
Hughes
</TABLE>
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* Based upon information that Tuboscope provided to Baker Hughes.
(b) Baker Hughes has given its voting power with respect to all shares
of the Common Stock held by it to DOS pursuant to the Voting Agreement for the
purposes of voting those shares in favor of the Merger and related transactions.
See Item 6.3, below. With respect to actions not affected by the Voting
Agreement, Baker Hughes retains sole voting power. Baker Hughes has sole
dispositive power with respect to the shares of Common Stock beneficially owned
by it.
Except as provided by law and upon the occurrence of certain events set
forth in the Certificate of Designation of the Preferred Stock, the Preferred
Stock does not have voting rights. Shares of Common Stock received upon
conversion of the Preferred Stock will be subject to the Voting Agreement until
it terminates.
(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 or the Preferred Stock beneficially owned by the reporting person (or the
Common Stock into which the Preferred Stock is convertible).
(e) Not applicable.
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Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
6.1 Baker Hughes has orally stated its intention to Tuboscope to
negotiate the terms of the Exchange, subject to the negotiation of definitive
written documentation, executed by each of the parties, on terms and conditions
acceptable to Baker Hughes, including (without limitation) the consummation of
the Merger.
6.2 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.
6.3 Pursuant to the Voting Agreement, Baker Hughes and Brentwood have
agreed to vote their respective holdings of shares of the Common Stock in favor
of (a) the merger (the "Merger") of DOS with a subsidiary of Tuboscope pursuant
to an Agreement and Plan of Merger dated as of January 3, 1996 (the "Merger
Agreement"), among Tuboscope, Grow Acquisition Limited and DOS as well as (b)
certain related transactions contemplated thereby including (i) the issuance of
4.2 million shares of the Common Stock and warrants to purchase 2.533 million
shares of the Common Stock to SCF-III, L.P. for $31 million in cash and (ii)
certain amendments of Tuboscope's Certificate of Incorporation. Pursuant to the
Voting Agreement, Baker Hughes has given its irrevocable proxy to designees of
DOS to so vote the shares of Common Stock held by Baker Hughes. As of the
effective date of the Voting Agreement, Baker Hughes had all 1,686,047 of its
shares of the Common Stock subject to the Voting Agreement, and Brentwood had
1,305,064 shares of the Common Stock subject to the Voting Agreement. With
respect to Baker Hughes, the Voting Agreement terminates on the earlier of (a)
the termination of the Merger Agreement or (b) the consummation of the Merger.
Item 7: Material to be Filed as Exhibits
7.1 - Purchase Agreement dated October 1, 1991, between Baker Hughes and
Tuboscope.*
7.2 - Certificate of Designation to Series A Convertible Preferred Stock of
Tuboscope. *
7.3 - Voting Agreement dated as of January 3, 1996, among DOS, Brentwood and
Baker Hughes.
* Filed previously as an Exhibit to the reporting person's Schedule 13D dated
October 29, 1991, and incorporated herein by reference.
6
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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: January 8, 1996 By: /s/ Lawrence O'Donnell, III
------------------------------------------------
Vice President, General Counsel and Corporate
Secretary of Baker Hughes Incorporated
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Exhibit 7.3
VOTING AGREEMENT
SHARES OF TUBOSCOPE VETCO INTERNATIONAL CORPORATION
This Voting Agreement dated as of January 3, 1996 (this "Agreement"), among
D.O.S. Ltd., a Bermuda corporation (the "Company"), and each other entity listed
on the signature page hereof (each, a "Stockholder").
WHEREAS, each Stockholder owns the number of shares of Common Stock, $.01
par value ("Common Stock") of Tuboscope Vetco International Corporation, a
Delaware corporation ("Parent"), set forth opposite such stockholder's name on
the signature page hereto (all such shares of Common Stock now owned and which
may hereafter be acquired by such Stockholder prior to the termination of this
Agreement being referred to herein as the "Shares"); and
WHEREAS, as a condition to the willingness of the Company to enter into
that certain Agreement and Plan of Merger, dated of even date herewith (the
"Merger Agreement"), by and among Parent, a Delaware corporation, Grow
Acquisition Limited, a wholly-owned subsidiary of Parent ("Sub"), and the
Company, providing for the merger of Sub into the Company (the "Merger"), the
Company has required that each Stockholder agree, and in order to induce the
Company to enter into the Merger Agreement, each Stockholder has agreed, to
enter into this Agreement; and
WHEREAS, all capitalized terms used and not defined herein shall have the
meanings given to such terms in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS
Each Stockholder hereby severally represents and warrants to the Company as
follows:
1.01 Authority Relative to this Agreement. Such Stockholder has all
necessary power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by such Stockholder and
the consummation by such Stockholder of the transactions contemplated hereby
have been duly and validly authorized by such Stockholder, and no other
proceedings on the part of such Stockholder are necessary to authorize the
execution and delivery of this Agreement or to consummate such transactions.
This Agreement has been duly and validly executed and delivered by such
Stockholder and, assuming the due authorization, execution and delivery by the
Company, constitutes a legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms, subject, as
to enforceability, to bankruptcy, insolvency,
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reorganization and other laws of general applicability relating to or affecting
creditors' rights and to general principles of equity.
1.02 No Conflict. The execution and delivery of this Agreement by such
Stockholder do not, and the performance of this Agreement by such Stockholder
will not, (i) conflict with or violate any voting or trust agreement, charter or
other organizational document of such Stockholder, (ii) conflict with or violate
any law, rule, regulation, order, judgment or decree applicable to such
Stockholder, (iii) result in any breach of or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
or result in the creation of a lien or encumbrance on any of its Shares pursuant
to any note, indenture, agreement, lease, license, permit or other instrument or
obligation to which such Stockholder is a party or by which such Stockholder or
its Shares are bound or affected, or (iv) require any consent, approval,
authorization or permit from any governmental regulatory body, except where such
breach or default or failure to obtain such consents, approvals, authorizations
or permits or to make such filings would not prevent or delay the performance by
such Stockholder of its obligations under this Agreement.
1.03. Title to the Shares. Such Stockholder is the record holder of the
Shares set forth opposite its name on the signature page hereto, free and clear
of all security interests, liens, claims, pledges, options, rights of first
refusal, agreements, charges and other encumbrances of any nature that would
prevent or delay the performance by such Stockholder of its obligations
hereunder. Such Stockholder has not appointed or granted any proxy, which
appointment or grant is still effective, with respect to its Shares. Such
Stockholder has sole voting power with respect to its Shares, and the persons
executing this Agreement on behalf of such Stockholder have the power to direct
the voting of such Stockholder's Shares.
ARTICLE II
COVENANTS OF THE STOCKHOLDERS
2.01. Voting Agreement. Each Stockholder hereby agrees that prior to the
termination of this Agreement, at any meeting of the stockholders of Parent,
however called, and in any action by consent of the stockholders of Parent, such
Stockholder shall (i) vote its Shares in favor of the Parent Share Issuance and
the Charter Amendment and any of the other transactions contemplated by the
Merger Agreement and (ii) not solicit, encourage or recommend to other
stockholders of Parent that (w) they vote their shares of Common Stock in any
contrary manner, (x) they not vote their shares at all, (y) they sell, transfer,
tender or otherwise dispose of their shares of Common Stock or (z) they attempt
to execute any statutory appraisal or other similar rights they may have.
2.02. No Solicitation. Each Stockholder hereby agrees that prior to the
termination of this Agreement, such Stockholder shall not, and shall not permit
any officer, director or employee, attorney, investment banker or other agent or
representative of such Stockholder or of any general partner of such Stockholder
to, initiate, solicit, negotiate, encourage or provide confidential information
to any third party in order to facilitate any Parent Acquisition Proposal.
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2.03. No Inconsistent Agreement. Each Stockholder hereby covenants and
agrees that, except as contemplated by this Agreement, such Stockholder shall
not enter into any voting agreement, grant a proxy or power of attorney with
respect to its Shares or vote its Shares in a manner which is inconsistent with
this Agreement.
2.04. Transfer of Title. Each Stockholder hereby covenants and agrees
that such Stockholder shall not transfer ownership of or pledge any of its
Shares unless the transferee or pledgee agrees in writing to be bound by the
terms and conditions of this Agreement.
2.05. Grant of Proxy. In furtherance of the foregoing and concurrently
with the execution and delivery of this Agreement, each Stockholder hereby
grants to the Company or its designees an irrevocable proxy and power of
attorney or pledgee (which may be in the form attached hereto as Annex A or such
other form consistent with the terms hereof and thereof as specified by the
Company) to vote the Shares, to the extent such Shares are entitled to vote and
hereby specifically agrees not to revoke such proxy granted under any
circumstances:
(i) at any and all meetings of stockholders of Parent, notice of which
meetings are given prior to the due and proper termination of this Agreement,
with respect to matters presented to Parent's stockholders for vote which relate
to or affect the Merger or the Merger Agreement, the Parent Share Issuance or
the Charter Amendment or the approval of such matters; or
(ii) with respect to action to be taken by written consent of the
stockholders of Parent which relates to or affects any of the foregoing, and
which consent is solicited prior to the due and proper termination of this
Agreement.
ARTICLE III
MISCELLANEOUS
3.01. Termination. This Agreement shall terminate upon the earliest of
(i) termination of the Merger Agreement, (ii) the consummation of the Merger or
(iii) with respect to Brentwood Associates IV, L.P. only, the later of (A) May
15, 1996 or (B) the first date that Brentwood Associates IV, L.P. distributes
all or substantially all of its shares of Common Stock that it owns to its
partners. No termination of this Agreement shall relieve any party hereto of
any liability for a breach of this Agreement which occurs prior to such
termination.
3.02. Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
3.03. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior written and oral and all
contemporaneous oral agreements and
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understandings with respect to the subject matter hereof. No amendment of the
Merger Agreement shall affect the obligations of the Stockholders under this
Agreement.
3.04. Amendments. This Agreement may not be amended except by an
instrument in writing signed by all of the parties.
3.05. Certain Fiduciary Party Matters. The parties hereto acknowledge and
agree that none of the provisions herein set forth shall be deemed to restrict
or limit any fiduciary duty the undersigned or any partner of the undersigned or
any of their respective affiliates may have as a member of the Board of
Directors or an executive officer of Parent, or as counsel to Parent; provided
that no such duty shall excuse the undersigned from its obligation as a
stockholder of Parent to vote the Shares, to the extent that they may be so
voted, as herein provided and to otherwise comply with the terms and conditions
of this Agreement.
3.06. Severability. If any term or provision of this Agreement is
invalid, illegal or incapable or being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon determination that any term or provision is invalid,
illegal or incapable of being enforced, the parties hereby shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the extent possible.
3.07. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
principles of conflict of laws thereof.
3.08. Descriptive Headings. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
3.09. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which shall constitute
one and the same agreement. Upon execution of this Agreement, counterpart
signature pages may be delivered by facsimile transmission.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or
have caused this Agreement to be duly executed on their respective behalf by
their respective trustees thereunto duly authorized, as of the date and year
first above written.
D.O.S. LTD.
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
Shares of Common Stock STOCKHOLDERS:
------------------------
1,686,047 BAKER HUGHES INCORPORATED
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
1,305,064 BRENTWOOD ASSOCIATES IV, L.P.
By: Brentwood Venture Partners, L.P.,
its General Partner
By: __________________________,
its General Partner
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