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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 6)
Under the Securities Exchange Act of 1934*
Tuboscope Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
898594-10-6
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(CUSIP Number)
Lawrence O'Donnell, III
Baker Hughes Incorporated
3900 Essex Lane, Suite 1200
Houston, Texas 77027
(713) 439-8600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 1, 1999
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(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(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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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CUSIP No. 898594-10-6
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(1) Name of Reporting Person
I.R.S. Identification Nos. 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) [ ]
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(3) SEC Use Only
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(4) Source of Funds
WC; BK; OO
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(5) Check 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 4,436,047
Number of -----------------------------------------------------
Shares Bene- (8) Shared Voting Power 0
ficially
Owned by -----------------------------------------------------
Each Report- (9) Sole Dispositive Power 4,436,047
ing Person
With -----------------------------------------------------
(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,436,047
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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(13) Percent of Class Represented by Amount in Row (11)
10.0% (based on the number of shares of common stock, $.01 par
value per share, of Tuboscope Inc. outstanding as of November
5, 1999 as reported by Tuboscope Inc. in its Quarterly Report
on Form 10-Q for the quarterly period ended September 30,
1999)
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(14) Type of Reporting Person (See Instructions) CO
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The Schedule 13D for the event dated October 29, 1991, as
amended and supplemented by the amendments thereto previously filed with the
Securities and Exchange Commission (collectively, the "Schedule 13D"), of Baker
Hughes Incorporated, a Delaware corporation ("Baker Hughes"), relating to the
common stock, $.01 par value per share (the "Common Stock"), of Tuboscope Inc.,
a Delaware corporation ("Tuboscope"), is hereby amended and supplemented as set
forth below. Defined terms used but not defined in this Amendment No. 6 shall
have their respective meanings as set forth in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and supplemented
by adding the following information thereto:
The Board of Directors of Baker Hughes (the "Board") has
authorized the officers of Baker Hughes to exercise at any time or from time to
time its warrant to purchase up to 1,250,000 shares of Common Stock at a
purchase price of $10.00 per share (the "Warrant") for cash or pursuant to the
"cashless exercise" provisions thereof. If the Warrant is exercised for cash,
the funds to be used are expected to come from Baker Hughes' working capital,
which may include commercial paper and bank borrowings under existing or future
credit facilities. If the Warrant is exercised pursuant to the cashless exercise
provisions, the number of shares to be acquired by Baker Hughes will be reduced
based on the market price of the Common Stock on the date of exercise.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented
by adding the following information thereto:
On December 1, 1999, the Board authorized the officers of
Baker Hughes to exercise the Warrant at any time or from time to time and to
dispose of, in an orderly fashion, the shares of Common Stock acquired upon such
exercise and the 3,186,047 shares of Common Stock otherwise owned by Baker
Hughes. The Board also authorized such officers to dispose of the Warrant in
lieu of exercise thereof. Any such disposition will be dependent on prevailing
market prices and other market factors. Baker Hughes may dispose of such shares
or the Warrant pursuant to sales in the open market or through negotiated
transactions. Baker Hughes also may enter into hedging transactions with respect
to such shares or the Warrant.
In addition, Baker Hughes has terminated and waived its right
set forth in the Purchase Agreement to request the nomination of a person to the
board of directors of Tuboscope.
Other than as set forth in the Schedule 13D or this Amendment
No. 6, Baker Hughes has no present plans or proposals that relate to or would
result in any of the events set forth in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented
by adding the following information thereto:
7.1 Letter dated December 1, 1999 from Baker Hughes to
Tuboscope
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 6 to Schedule 13D is true, complete and correct.
BAKER HUGHES INCORPORATED
By: /s/ LAWRENCE O'DONNELL, III
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Name: Lawrence O'Donnell, III
Title: Vice President and General Counsel
Date: December 1, 1999
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EXHIBIT INDEX
7.1 Letter dated December 1, 1999 from Baker Hughes to Tuboscope
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EXHIBIT 7.1
[BAKER HUGHES LETTERHEAD]
December 1, 1999
Tuboscope Inc. VIA FACSIMILE
2835 Holmes Road (713) 799-5183
Houston, Texas 77051
Attention: General Counsel
Re: Agreement for the Purchase and Sale of the Baker Hughes
Tubular Services Eastern Hemisphere Division of Baker Hughes
Incorporated dated as of October 1, 1991
Gentlemen:
Baker Hughes Incorporated hereby terminates and irrevocably
waives its right contained in the last sentence of Section 8.12 of the
above-referenced Agreement to request the nomination of a person to your Board
of Directors.
Very truly yours,
BAKER HUGHES INCORPORATED
By: /s/ MAX L. LUKENS
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Max L. Lukens
Chairman of the Board, President
and Chief Executive Officer
cc: J. David Kirkland, Jr.
Baker & Botts, L.L.P.
(facsimile: (713) 229-1522)
Patrick Seaver
Latham & Watkins
(facsimile: (714) 755-8290)
