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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 7)
Under the Securities Exchange Act of 1934*
Tuboscope Inc.
----------------
(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)
Daniel J. Churay
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)
March 7, 2000
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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
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(1) Name of Reporting Person
I.R.S. Identification Nos. of Above Person
Baker Hughes Incorporated, a Delaware corporation ("Baker Hughes")
76-0207995
- -----------------------------------------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------------------------------------------------------
(4) Source of Funds
Not applicable
- -----------------------------------------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -----------------------------------------------------------------------------------------------------------------
Number of (7) Sole Voting Power 3,102,347
Shares Bene- --------------------------------------------------------------------------------------
ficially (8) Shared Voting Power 0
Owned by --------------------------------------------------------------------------------------
Each Report- (9) Sole Dispositive Power 3,102,347
ing Person --------------------------------------------------------------------------------------
With (10) Shared Dispositive Power 0
- -----------------------------------------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,102,347
- -----------------------------------------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- -----------------------------------------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.9% (based on the number of shares of common stock, $.01 par value per share, of Tuboscope
Inc. outstanding as of February 11, 2000 as reported by Tuboscope Inc. in its Annual Report on
Form 10-K for the year ended December 31, 1999)
- -----------------------------------------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
</TABLE>
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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. 7 shall
have their respective meanings as set forth in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and
supplemented by adding the following information thereto:
By letter dated March 8, 2000, Tuboscope waived the
provisions of Section 8.11 of the Purchase Agreement for 30 days to permit Baker
Hughes to sell within such period up to 500,000 shares of Common Stock, in
addition to shares previously sold through March 7, 2000, without further
agreement, approval or waiver by Tuboscope. Such letter is attached hereto as
exhibit 7.1 and is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraphs (a) through (c) of Item 5 of the Schedule 13D are
hereby amended and supplemented by adding the following information thereto:
From March 1, 2000 to March 7, 2000, Baker Hughes sold in
brokers' transactions effected on the New York Stock Exchange an aggregate of
1,333,700 shares of Common Stock as follows:
<TABLE>
<CAPTION>
AGGREGATE WEIGHTED AVERAGE PER
DATE NUMBER OF SHARES SHARE SALES PRICE
- ---- ---------------- --------------------
<S> <C> <C>
March 1, 2000................................. 21,000 $16.98
March 2, 2000................................. 17,800 17.60
March 3, 2000................................. 32,700 17.06
March 6, 2000................................. 212,200 18.14
March 7, 2000................................. 1,050,000 18.76
</TABLE>
After such sales, Baker Hughes beneficially owned 3,102,347 shares of Common
Stock, or 6.9% of the outstanding Common Stock (based on the number of shares of
Common Stock outstanding as of February 11, 2000 as reported by Tuboscope in its
Annual Report on Form 10-K for the year ended December 31, 1999).
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 March 8, 2000 from Tuboscope to Baker Hughes
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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. 7 to Schedule 13D is true, complete and correct.
BAKER HUGHES INCORPORATED
By: /s/ DOUGLAS C. DOTY
---------------------------------
Douglas C. Doty
Vice President and Treasurer
Date: March 8, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
7.1 Letter dated March 8, 2000 from Tuboscope to
Baker Hughes
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EXHIBIT 7.1
[TUBOSCOPE LETTERHEAD]
March 8, 2000
Via Fax (713) 439-8678
Baker Hughes Incorporated
3900 Essex Lane, Suite 1200
Houston, TX 77027-5177
Attn: Mr. Douglas C. Doty
Re: Right of First Refusal - Sale of Share of Tuboscope Inc. ("Tuboscope")
by Baker Hughes Incorporated ("Baker")
Dear Doug:
Further to our recent discussions, this letter will set forth our agreement
regarding the sale of Baker's shares.
Accordingly, Tuboscope and Baker agree to waive the provisions of Section
8.11 of the October 1, 1991 "Agreement for the Purchase and Sale of Baker
Hughes Tubular Services Eastern Hemisphere Division by and between Tuboscope
Corporation and Baker Hughes Incorporated" (the Agreement) for a period of
thirty (30) days such that Baker may, in addition to the shares previously sold
through March 7, 2000, sell up to 500,000 shares of Tuboscope stock within that
period without further agreement, approval, or waiver by Tuboscope. At the end
of thirty (30) days from this date, this Agreement will expire and the
provisions of Section 8.11 above will revert into effect.
If the above fully sets out our agreement, please so indicate by signing
below and returning one (1) signed counterpart of this duplicate original
letter to me.
Sincerely,
/s/ JOSEPH C. WINKLER
----------------------------
Joseph C. Winkler
Executive Vice President and Chief Financial Officer
JCW/pw
Agreed and accepted this the 8th day of March, 2000.
BAKER HUGHES INCORPORATED
/s/ DOUGLAS C. DOTY
----------------------------
Douglas C. Doty
Vice President and Treasurer
