BOOTS & COOTS INTERNATIONAL WELL CONTROL INC, S-3/A, 1998-12-15

BOOTS & COOTS INTERNATIONAL WELL CONTROL INC
S-3/A, 1998-12-15
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 1998.

REGISTRATION NO. 333-55733

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- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

AMENDMENT NO. 1
ON
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

1389
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NO.)

11-2908692
(I.R.S. EMPLOYER IDENTIFICATION NO.)

5151 SAN FELIPE, SUITE 450
HOUSTON, TEXAS 77056
(713) 621-7911
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

THOMAS L. EASLEY COPIES TO:
VICE PRESIDENT & CHIEF FINANCIAL DALLAS PARKER
OFFICER BROWN, PARKER & LEAHY, L.L.P.
BOOTS & COOTS INTERNATIONAL WELL 1200 SMITH STREET, SUITE 3600
CONTROL, INC. HOUSTON, TEXAS 77002
5151 SAN FELIPE, SUITE 450 (713) 654-8111
HOUSTON, TEXAS 77056
(713) 621-7911

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

Approximate Date of Commencement of Proposed Sale to the Public: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS DETERMINED
BY THE SELLING SECURITY HOLDERS.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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<PAGE>

BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

CROSS-REFERENCE SHEET

This cross-reference sheet is provided pursuant to Item 501(b) of Regulation
S-K showing the location in the Prospectus of information required by Part I of
Form S-3:

<TABLE>
<CAPTION>
FORM S-3 ITEM NUMBER AND CAPTION LOCATION IN PROSPECTUS
-------------------------------- -------------------------------------------
<C> <S> <C>
1. Forepart of the
Registration Statement and
Outside Front Cover Page of
Prospectus................. Front of Registration Statement and Outside
Front Cover Page of Prospectus
2. Inside Front and Outside
Back Cover Pages of
Prospectus................. Inside Front and Outside Back Cover Pages
of Prospectus
3. Summary Information, Risk
Factors and Ratio of
Earnings to Fixed Charges.. Prospectus Summary; Risk Factors
4. Use of Proceeds............ Prospectus Summary; Use of Proceeds
5. Determination of Offering
Price...................... Not applicable
6. Dilution................... Not applicable
7. Selling Security Holders... Selling Security Holders
8. Plan of Distribution....... Outside Front Cover Page of Prospectus;
Plan of Distribution
9. Description of Securities
to be Registered........... Outside Front Cover Page of Prospectus;
Prospectus Summary; Description of
Securities
10. Interests of Named Experts
and Counsel................ Not Applicable
11. Information with Respect to
the Registrant............. Outside and Inside Front Cover Pages of
Prospectus; Prospectus Summary; Risk
Factors; Use of Proceeds; Dividend Policy;
Business; Management's Discussion and
Analysis of Financial Condition and Results
of Operations; Management; Certain
Transactions; Description of Securities;
Shares Available for Future Sale; Transfer
Agent
12. Disclosure of Commission
Position on Indemnification
for Securities Act
Liabilities................ Management
</TABLE>

<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED DECEMBER 14, 1998.

PROSPECTUS

[LOGO]

BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

18,423,861 SHARES OF COMMON STOCK

This Prospectus (the "Prospectus") relates to the registration by Boots &
Coots International Well Control, Inc. (the "Company"), at its own expense for
the account of the stockholders of the Company listed on Schedule A hereto
(each, a "Selling Security Holder" and, collectively, the "Selling Security
Holders"), of 18,423,861 shares (the "Shares") of the Company's common stock,
$.00001 par value per share (the "Common Stock"), including 6,118,937 shares
underlying warrants to purchase Common Stock. See "Description of Securities."
The Selling Security Holders have not advised the Company of any specific plans
for the distribution of the Shares, but it is anticipated that the Shares may
be sold from time to time in transactions (which may include block
transactions) on the American Stock Exchange ("AMEX") at the market prices then
prevailing. Sales of the Shares may also be made through negotiated
transactions or otherwise. The Selling Security Holders and the brokers and
dealers through which the sales of the Shares may be made may be deemed to be
"underwriters" within the meaning set forth in the Securities Act of 1933, as
amended (the "Securities Act"), and their commissions and discounts and other
compensation may be regarded as underwriters' compensation. The period of
distribution of the Shares may occur over an extended period of time, but will
not in any event be longer than twelve months from the effective date of this
Prospectus. The Selling Security Holders will pay agency or brokerage
commissions incurred in the sale of the Shares. See "Plan of Distribution."

The holders of an aggregate of 11,191,653 Shares offered hereby are subject
to restrictions which limit such holders from selling more than fifty percent
of the Shares owned by them pursuant to this Prospectus during the first three
months after the effective date of the registration statement of which this
Prospectus forms a part, and no more than twenty-five percent during the
following three month period. At the expiration of six months from the
effective date of the registration statement, such holders may sell their
shares pursuant to this Prospectus without being subject to such restrictions.
The holders of shares subject to the foregoing restrictions are not prohibited
from selling shares pursuant to Rule 144 concurrently with any sale of their
shares pursuant to this Prospectus and any sales pursuant to Rule 144 will not
reduce the number of shares that may be sold by them pursuant to this
Prospectus.

The Company's Common Stock is traded on AMEX under the symbol "WEL". On
December 10, 1998, the last sales price per share of Common Stock was $2.50.

THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" COMMENCING ON PAGE 8.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

The sale of the Shares is not being underwritten in this offering and the
Company will not receive any proceeds from the sale of the Shares. (See
"Prospectus Summary--The Offering", "Use of Proceeds" and "Selling Security
Holders"). The Shares being registered for the account of the Selling Security
Holders may be sold by the Selling Security Holders or their transferees
commencing on the date of this Prospectus. Sales of the Shares by the Selling
Security Holders or their transferees may depress the price of the Common Stock
on AMEX and in any other market that may develop therefor.

THE DATE OF THIS PROSPECTUS IS [ ], 1998
<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports and other information with the Securities and
Exchange Commission (the "Commission"). The reports and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at 7 World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such materials can also be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Room 1025, Washington, D.C.
20549, at prescribed rates. Also, the Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements
and other information regarding registrants (such as the Company) that file
electronically with the Commission.

The Common Stock of the Company is traded on AMEX under the symbol "WEL".
The Company's registration statements, reports, proxy and information
statements, and other information may also be inspected at AMEX at 86 Trinity
Place, New York, New York 10006.

The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended, with respect to the Shares offered hereby. This Prospectus is filed
as a part of the Registration Statement and does not contain certain
information set forth in or annexed as exhibits to the Registration Statement.
Reference is made to such exhibits to the Registration Statement for the
complete text thereof. For further information with respect to the Company and
the Shares offered hereby, reference is made to the Registration Statement and
to the exhibits filed as a part thereof, which may be inspected at the office
of the Commission without charge, or copies thereof may be obtained therefrom
upon payment of a fee prescribed by the Commission. Statements contained in
this Prospectus regarding the contents of any contracts or other documents are
not necessarily complete and, in each instance, reference is made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated herein by reference:

(1) the Company's Annual Report on Form 10-KSB, as amended, for the year
ended June 30, 1997;

(2) the Company's Form 8-K filed with the Commission on August 13, 1997;

(3) the Company's Annual Report on Form 10-KSB, as amended, for the six-
month transition period ended December 31, 1997;

(4) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1997;

(5) all documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of this offering of
the Shares, from the date of filing of such documents.

Any statement contained in a previously filed document incorporated by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
accompanying Prospectus supplement, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference, modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

Where any document or part thereof is incorporated by reference into this
Prospectus but not delivered herewith, the Company undertakes to provide
without charge to each person, including any beneficial owner, to whom this
Prospectus is delivered, upon written or oral request of such person, a copy
of any and all information that has been incorporated by reference into this
Prospectus. Requests for copies should be directed to Thomas L. Easley, Vice
President and Chief Financial Officer, Boots & Coots International Well
Control, Inc., 5151 San Felipe, Suite 450, Houston, Texas 77056 (Telephone:
(713) 621-7911).

2
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 4
Risk Factors.............................................................. 8
Use of Proceeds........................................................... 14
Dividend Policy........................................................... 14
Business.................................................................. 15
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 22
Management................................................................ 27
Selling Security Holders.................................................. 32
Plan of Distribution...................................................... 33
Certain Transactions...................................................... 34
Description of Securities................................................. 35
Shares Available for Future Sale.......................................... 42
Transfer Agent............................................................ 43
Legal Matters............................................................. 43
Experts................................................................... 43
Schedule A--List of Selling Security Holders.............................. A-1
</TABLE>

NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR INCORPORATED
HEREIN BY REFERENCE IN CONNECTION WITH THE OFFERING OF THE SHARES MADE HEREBY
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS CANNOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON.

3
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified by, and must be read in conjunction with,
the more detailed information and financial statements and the notes thereto
set forth elsewhere in or incorporated by reference into this Prospectus. As
used herein, the "Company" refers to Boots & Coots International Well Control,
Inc., together with its consolidated subsidiaries, unless the context otherwise
requires.

THE COMPANY

Boots & Coots International Well Control, Inc. (the "Company"), is a global-
response oil and gas service company that specializes in responding to and
controlling oil and gas well emergencies, including blowouts and well fires. In
connection with such services, the Company has the capacity to supply the
equipment, expertise and personnel necessary to contain the oil and hazardous
materials spills and discharges associated with such oil and gas emergencies,
to remediate affected sites and restore affected oil and gas wells to
production. In addition to providing emergency response services, the Company
provides snubbing and other non-critical well control services, including pre-
event planning, training and consulting services. The Company also manufactures
and markets oil and hazardous materials spill containment and recovery
equipment and a varied line of industrial products for the oil and gas
industry, including drilling rig brakes, controls and monitors; industrial and
marine electrical AC generators; and marine thrusters and controls. In
addition, the Company provides environmental remediation services to the
petrochemical, chemical manufacturing and transportation industries, as well as
to various state and federal agencies, and provides materials and equipment
procurement, transportation and logistics services to the energy industry. See
"Business."

The Company's business was established by six former key employees of the Red
Adair Company, an oil well firefighting and blowout control company that
dominated the industry during the 1960's and 1970's. Those key employees
resigned their positions with the Red Adair Company and, in June 1995, formed
IWC Services, Inc. ("IWC Services"), a subsidiary of the Company, after Mr.
Adair retired and sold his business to outsiders. In 1997, the Company acquired
all of the operating assets of Boots & Coots, L.P. ("Boots & Coots"), a
provider of oil and gas well firefighting and blowout control services, and
hired the majority of Boots & Coots' senior well control specialists. The
Company's current staff of well control specialists has a combined total of
over 220 years' experience in blowout control and oil and gas well firefighting
and an excellent safety record. Throughout their careers, these professionals
have worked in nearly all of the major oil and gas producing regions in the
world and have controlled more than 4,000 blowouts and well fires, including
the 1963 Devil's Cigarette Lighter fire, the 1988 Piper-Alpha Platform disaster
and the 1991 Burgan Field fires that were started by Iraqi troops during their
retreat from Kuwait during the Gulf War. See "Business."

BACKGROUND AND RECENT DEVELOPMENTS

The Company has undertaken a number of initiatives to respond to ongoing
changes in the oil and gas well firefighting and blowout control business and
to expand the scope of services it offers, including: (i) in September 1995,
the Company entered into a global strategic alliance with Halliburton Energy
Services, a division of Halliburton Company ("Halliburton"); (ii) in 1995 the
Company began offering consulting services to oil and gas producers and well
operators, including training, contingency planning, safety inspections and
emergency response drills; (iii) in December 1996, the Company entered into an
agreement with a consortium of oil producers to establish and maintain an
industry supported "Emergency Response Center" on the North Slope of Alaska and
in connection therewith, the Company has sold to such producers the equipment
required to respond to a well blowout or fire and agreed to maintain the
equipment and to conduct on-site safety inspections and emergency response
drills; (iv) on July 31, 1997, the Company completed the purchase of the
operating assets of Boots & Coots, L.P., one of its principal oil and gas well
firefighting competitors, including all of the capital stock of its
subsidiaries, Boots & Coots Overseas, Ltd. and Boots & Coots de Venezuela, S.A.
(hereinafter

4
<PAGE>

collectively referred to as "Boots & Coots"), (v) on September 25, 1997, the
Company completed the purchase of all of the outstanding capital stock of
Abasco, Inc. ("Abasco"), a manufacturer of oil containment booms, mops and
other oilfield emergency equipment and products, (vi) on January 2, 1998, the
Company purchased all of the outstanding capital stock of ITS Supply
Corporation ("ITS"), formerly the supply and logistics division of
International Tool & Supply Company, Inc., (vii) on February 6, 1998, the
Company announced the formation of an alliance with Global Special Risks, Inc.
("Global Special Risks"), pursuant to which Global Special Risks, a managing
general insurance agent located in Houston, Texas, and New Orleans, Louisiana,
offers traditional well and blowout insurance combined with the Company's post-
event response and pre-event planning and preventative services through
programs known as "WELLSURE"(SM) and "WELLSURE PLUS"(SM), (viii) on February 20,
1998, the Company completed the acquisition of all of the outstanding capital
stock of Code 3, Inc. (now known as "Boots & Coots Special Services, Inc."), an
emergency response hazardous materials and oil spill containment and
remediation company ("B & C Special Services"), (ix) on July 23, 1998, the
Company completed the acquisition of all of the capital stock of Elmagco, Inc.,
d/b/a Baylor Company ("Baylor"), a manufacturer of an extensive line of
industrial and oil and gas services equipment, (x) on November 10, 1998, the
Company completed the acquisition of HAZ-TECH Environmental Services, Inc.
("Haz-Tech"), an emergency prevention and response services company operating
in Texas, Louisiana, Oklahoma and Arkansas, and (xi) on November 5, 1998, the
Company announced that it had executed a letter of intent to acquire the Alert
Disaster Control Group ("Alert"), a group of privately-held companies
headquartered in Singapore that provide emergency response and preventative
safety services throughout the world, with a particular focus within regions of
Africa, the Middle East and Asia/Pacific. The Company believes that these
initiatives, along with other components of the Company's business strategy,
will strengthen the Company's competitive position in the worldwide oil, gas
and petrochemical emergency response business while expanding its operations
into complementary businesses. See "Business."

HALLIBURTON ALLIANCE

In response to changes in the emergency response segment of the oil field
services industry, the Company has, among other things, entered into a global
strategic alliance with Halliburton, a leader in the pumping, cementing,
snubbing, production enhancement, coiled tubing and related services segment of
the oil field services industry. The alliance between the Company and
Halliburton (the "Halliburton Alliance"), which is called "WELLCALL"(SM), draws
on the expertise and abilities of both companies to offer an integrated well
control solution for oil and gas producers worldwide. The Halliburton Alliance
provides a complete range of well control services including pre-event
troubleshooting and contingency planning, snubbing, pumping, blowout control,
debris removal, firefighting, relief and directional well planning, and other
specialized services. As a result of the Halliburton Alliance, the Company is
directly involved in all Halliburton well control projects that require
firefighting expertise. Halliburton is a primary service vendor to the Company
and the Company has exclusive rights to use certain tools and technologies
developed by Halliburton.

A component of the Company's business strategy is to pre-position in selected
geographic locations throughout the world complete complements of specialty
firefighting equipment and ancillary tools and equipment ("Emergency Response
Center") as warranted to support its firefighting operations. The Company
currently has Emergency Response Centers in Houston, Texas, Duncan, Oklahoma,
Anaco, Venezuela and maintains an industry supported Emergency Response Center
on the North Slope of Alaska. The Company believes that a majority of future
Emergency Response Centers will be established at existing Halliburton
facilities. It is also expected that the maintenance of the Emergency Response
Center equipment and the initial mobilization of emergency response teams from
such Emergency Response Centers will be handled by Halliburton employees who
have been specially trained by the Company to act as "First Responders." The
Halliburton Alliance also gives the Company direct access to the administrative
and logistical support of Halliburton's credit department and global
communications and currency management systems. This access is expected to
improve the administrative efficiency of the Company's international
operations. Management of the Company believes that the Halliburton Alliance
provides a distinct strategic marketing advantage over certain competitors.

5
<PAGE>

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 (the "Securities Act") and Section
21E of the Securities Exchange Act of 1934 (the "Exchange Act"). All statements
other than statements of historical facts included or incorporated by reference
in this Prospectus, including, without limitation, statements regarding the
Company's financial position, business strategy, budgets, and plans and
objectives of management for future operations are forward-looking statements.
In addition, the words "anticipate," "estimate," "except," and similar
expressions are intended to identify forward-looking statements. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results
to differ materially from the Company's expectations ("Cautionary Statements")
are disclosed under "Risk Factors" and elsewhere in this Prospectus and the
documents incorporated by reference herein. All written and oral forward-
looking statements attributable to the Company, or persons acting on its
behalf, are expressly qualified in their entirety by the Cautionary Statements.

OFFICES

The Company's principal executive office is located at 5151 San Felipe, Suite
450, Houston, Texas, 77056 (Telephone: (713) 621-7911).

6
<PAGE>

THE OFFERING

Securities Offered..... 18,423,861 shares of Common Stock of the Company,
including 6,118,937 shares underlying warrants to
purchase Common Stock. See "Description of
Securities."

Securities Registered for
the Selling Security
Holders.................... All of the shares of Common Stock being
registered hereby are being registered for the
account of the stockholders of the Company listed
on Schedule A hereto (each a "Selling Security
Holder" and, collectively, the "Selling Security
Holders.") The Selling Security Holders' Shares
are being registered for resale only, and the
Company will not receive any of the proceeds from
any sales of such Shares by the Selling Security
Holders. See "Use of Proceeds"

Common Stock
Outstanding(1)............. 32,927,232 shares

Use of Proceeds............. All of the Shares offered hereby are being
registered for the account of the Selling
Security Holders for resale only, and the Company
will not receive any of the proceeds from any
sales of such Shares by the Selling Security
Holders. See "Use of Proceeds."
- --------

(1) None of the Shares being offered hereby will be newly-issued shares;
rather, the Shares are being registered for the account of the Selling
Security Holders and are already outstanding. Therefore, the number of
shares of the Company's Common Stock outstanding both prior to and after
the Offering will be the same. This number does not take into account
outstanding options and warrants to purchase an aggregate of 7,430,937
shares of Common Stock.

SEE "RISK FACTORS" BEGINNING ON PAGE 8, FOR A DISCUSSION OF CERTAIN RISKS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OF COMMON
STOCK OFFERED HEREBY.

7
<PAGE>

RISK FACTORS

The Shares of Common Stock offered hereby involve a high degree of risk,
including, but not limited to, the risk factors described below. Prospective
purchasers should carefully consider the following risk factors, together with
all other information set forth in this Prospectus, prior to making a decision
to purchase any of the shares of Common Stock offered hereby.

BUSINESS RISKS

Need for Additional Capital. The oil and gas services industry is capital
intensive and limited financial resources have impeded the Company's growth in
the past. The Company's business strategy anticipates acquisitions of
complementary businesses, which will require significant additional capital.

On July 23, 1998, the Company completed a $45 million private placement to
The Prudential Insurance Company of America ("Prudential") consisting of
$15,000,000 of Senior Secured Notes due January 23, 1999 (the "Prudential
Senior Notes") and $30,000,000 of 11.28% Senior Subordinated Notes due July
23, 2006 (the "Prudential Subordinated Notes"), the proceeds of which were
used to fund the acquisition of Baylor, repay $5,000,000 in bridge financing
provided through Prudential Securities Credit Corporation on July 6, 1998 and
to provide working capital.

On October 28, 1998, the Company entered into a Loan Agreement with Comerica
Bank Texas ("Comerica"), as agent and lender, providing for a $25,000,000
revolving loan facility (the "Loan Agreement"), subject to a borrowing base
determination. The Company used $15,457,995 of the initial draw of $20,000,000
from the Comerica loan facility to repay the Prudential Senior Notes which had
provided interim working capital. The balance of funds from the initial
Comerica loan draw was added to working capital.

Substantially all of the Company's assets have been pledged to secure the
Comerica loan facility. The Company anticipates that the proceeds from the
Comerica loan facility, the Prudential Subordinated Notes and earnings from
operations will be sufficient to fund the Company's current operations for the
foreseeable future, however additional funds will be required to finance the
Company's planned growth. The Company is exploring financing alternatives
including a private placement of preferred stock to serve as a lower coupon
cost replacement for the Company's 10% Junior Redeemable Convertible Preferred
Stock; and, an acquisition credit facility to provide interim financing for
future acquisitions. Although these financing initiatives are not yet
completed, management believes such actions, together with cash flows from
operations, will provide adequate funding for the Company's business plan.

If the Company is unable to obtain adequate financing to meet its capital
requirements, it may be forced to curtail its plans for expansion and finance
its business plan with only such internally generated funds as may then be
available.

Risks Related to the Company's Acquisition Strategy; History of Losses;
Uncertainty of Future Profitability. A primary component of the Company's
business strategy is to increase the size and scope of the Company's business
operations through acquisitions of complementary businesses. Since mid-1997,
the Company has been engaged in an aggressive acquisition program--having
acquired the business operations of Boots & Coots, Abasco, ITS, B & C Special
Services, Baylor and Haz-Tech. The Company has announced its intention to
acquire Alert and anticipates that acquisitions will continue to play an
important role in its growth for the foreseeable future. There can be no
assurance, however, that the Company will be able to identify and acquire
additional companies. In connection with the acquisitions of Boots & Coots,
Abasco, ITS, B & C Special Services, Baylor and Haz-Tech, a primary
acquisition evaluation criteria was that each company was profitable and
possessed seasoned and capable management. The Company has retained such
management and the key employees of the acquired businesses in their previous
roles. However, in certain instances the acquired companies have only recently
achieved profitability and there can be no assurance that the Company will be
able to profitably manage the companies that it has acquired or that it may
acquire in the future, or that the Company

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will successfully integrate such companies with its existing operations
without substantial costs, delays or other problems. Further, there can be no
assurance that such acquired companies will achieve sales and profitability
that justify the Company's investment in them.

Acquisitions may involve a number of special risks, including adverse short-
term effects on the Company's reported operating results, diversion of
management's attention from the Company's on-going operations, dependence on
retention, hiring and training of key personnel, unanticipated problems
related to the acquired businesses or resulting from the acquisition, legal
liabilities associated with the acquired businesses and amortization of
acquired intangible assets, some or all of which could have a material adverse
effect on the Company's operations and financial performance. Further, future
acquisitions could place a significant strain on the Company's managerial,
administrative, operational and financial resources and increased demands on
its systems and controls. To manage growth effectively, the Company will need
to expand and improve its operational, management and financial systems and
controls. Although the Company has sought to acquire well-managed businesses
and has entered into employment agreements to retain key management personnel,
if the Company's management is unable to manage the Company's expansion
effectively, the Company's business, results of operations and financial
condition could be materially adversely affected.

Volatility of Revenues. The Company's well control business revenues, which
accounted for approximately 82% of its revenues for the six month period ended
December 31, 1997, and 16% of its revenues for the nine months ended September
30, 1998, are dependent, to a significant extent, on the global market for oil
and gas well firefighting and blowout control services, which market is highly
volatile due to factors beyond the control of the Company. While the demand
for firefighting and blowout control services ordinarily follows predictable
trends in the oil and gas industry, extraordinary events such as the Bay
Marchand and Piper Alpha disasters can be expected to occur only every four to
six years. Wars, acts of terrorism and other unpredictable factors may
increase the need for oil and gas well firefighting and blowout control
services from time to time. The Company's well control business revenues are
also dependent on natural gas and oil well drilling and development
activities, which are dependent on natural gas and oil prices. The level of
such activity has traditionally been volatile as a result of fluctuations in
natural gas and oil prices. Prolonged reductions in natural gas or oil prices
may depress drilling and development activity, reduce the demand for the
Company's services and could have a material adverse effect on the Company's
financial condition and results of operations. The Company's historical
revenue levels are therefore not necessarily indicative of the Company's
future revenue levels. While the Company believes that its acquisitions of
Boots & Coots, Abasco, ITS, B & C Special Services, Baylor and Haz-Tech and
anticipated revenues from the WELLSURE(SM) program and from the Company's
consulting, well plugging and abandonment, training and industrial and marine
firefighting services will help to provide an expanded and predictable revenue
and earnings base in the future, there can be no assurance that the Company
will be successful in further developing these acquired businesses and added
services. Accordingly, the Company expects that its revenues and operating
performance may vary considerably from year to year for the foreseeable
future.

Operating Hazards; Liability Insurance Coverage; Litigation. The Company's
operations involve ultra-hazardous activities that present an extraordinarily
high degree of risk. Such operations are subject to accidents resulting in
personal injury and the loss of life or property, environmental mishaps and
mechanical failures, and litigation arising from such events may result in the
Company being named a defendant in lawsuits asserting large claims. The
Company may be held liable in certain circumstances, including if it fails to
exercise reasonable care in connection with its activities, and it may also be
liable for injuries to its agents, employees and contractors who are acting
within the course and scope of their duties. The Company and its subsidiaries
presently maintain liability insurance coverage with aggregate policy limits
which are believed to be adequate for their respective operations. However, it
is generally considered economically unfeasible in the oil and gas service
industry to maintain insurance sufficient to cover large claims. Accordingly,
there can be no assurance that the Company's insurance will be sufficient or
effective under all circumstances or against all hazards to which the Company
may be subject. A successful claim for which the Company is not fully insured
could have a material adverse effect on the Company. No assurance can be given
that the Company will not be subject to future claims in excess of the amount
of insurance coverage which the Company deems appropriate and feasible to
maintain.

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Reliance Upon Officers, Directors and Key Employees. The Company's emergency
response services require highly specialized skills. Because of the unique
nature of the industry and the small number of persons who possess the
requisite skills and experience, the Company is highly dependent upon the
personal efforts and abilities of its officers, directors and key employees.
In seeking qualified personnel, the Company will be required to compete with
companies having greater financial and other resources than the Company. Since
the future success of the Company will be dependent upon its ability to
attract and retain qualified personnel, the inability to do so, or the loss of
personnel, could have a material adverse impact on the Company's business. The
Company is considering obtaining key man insurance on a selected basis to
partially offset the risk of loss of personnel, but it does not currently
maintain any such insurance and there can be no assurance that it will be
obtained or will be available at a reasonable cost or at all.

Control of the Company by Significant Stockholders. The Company's current
officers and directors own beneficially, on a combined basis, 9,361,477 shares
of Common Stock, including currently exercisable options to purchase Common
Stock. The shares of Common Stock owned by the Company's current officers and
directors represent, in the aggregate, approximately 28% of the issued and
outstanding Common Stock (without taking into account the potential conversion
of the Redeemable Stock into shares of Common Stock or the potential issuance
of additional shares of Common Stock upon the exercise of options or
warrants). As a result, the current officers and directors of the Company
collectively have significant and perhaps controlling influence in the
election of the Company's Board of Directors and with respect to the
determination and authorization of corporate actions for an indefinite period
of time. Further, in May 1995, Brian Krause, the Company's President, Raymond
Henry, the Company's Director of Well Control Operations, Richard Hatteberg,
the Company's Senior Vice President, Well Control, and Danny Clayton, the
President of IWC de Venezuela, entered into a Voting Trust Agreement that
gives Larry H. Ramming, the Company's Chairman and Chief Executive Officer,
and Mr. Henry, as co-trustees, the absolute right to vote all shares of Common
Stock now owned or hereafter acquired by Messrs. Krause, Henry, Hatteberg and
Clayton during the five-year period ending December 31, 2000 (the "Voting
Trust Agreement"). In the event that Messrs. Ramming and Henry are unable to
reach an agreement respecting the voting of such shares, the Voting Trust
Agreement designates Charles T. Phillips, attorney at law, as the tiebreaker.
The Voting Agreement provides that twenty percent of the shares subject to
such agreement are eligible for release therefrom on each one year anniversary
date of the Voting Trust Agreement upon the written request of the party
owning such shares. Currently, 2,760,000 shares (representing 8.5% of the
Company's outstanding Common Stock) are subject to the Voting Trust Agreement.

Halliburton Alliance. The agreement documenting the WELLCALL(SM) alliance
between the Company and Halliburton (the "Alliance Agreement") provides that
it will remain in effect for an indefinite period of time, and may be
terminated prior to September 15, 2000, only for cause, or by mutual agreement
between the parties. Under the Alliance Agreement, cause for termination is
limited to (i) a fundamental breach of the Alliance Agreement, (ii) a change
in the business circumstances of either party, (iii) the failure of the
Alliance to generate economically viable business, or (iv) the failure of
either party to engage in good faith dealing. Since certain of the enumerated
causes for termination of the Alliance Agreement are broadly defined and the
Alliance Agreement does not provide for specific performance as a remedy, it
is possible that Halliburton could terminate the Alliance Agreement and enter
into an agreement or agreements with one or more of the Company's competitors
or establish one or more lines of business that are directly competitive with
the business of the Company. While the Company considers its relationship with
Halliburton to be good and believes there currently exists no basis for
termination, there can be no assurance that the Alliance Agreement will not be
terminated by Halliburton. The termination of the Alliance Agreement could
have a material adverse effect on the Company's future operating performance.

Competition. The emergency response segment of the oil and gas services
business is a rapidly evolving field in which developments are expected to
continue at a rapid pace. The Company believes that the Halliburton Alliance,
the WELLSURE(SM) program, and its recent acquisitions of Boots & Coots, Abasco,
ITS, B & C Special Services, Baylor and Haz-Tech and the pending acquisition
of Alert strengthen its competitive position in the

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<PAGE>

industry by expanding the scope of services that the Company offers to its
customers. However, the Company's ability to compete depends upon, among other
factors, retaining experienced personnel, increasing industry awareness of the
variety of services the Company offers, expanding the Company's network of
Emergency Response Centers, and further expanding the breadth of its available
services. Competition from other emergency response companies, some of which
may have greater financial resources than the Company, is intense and is
expected to increase as the industry undergoes additional anticipated change.
The Company's competitors may also succeed in developing new techniques,
products and services that are more effective than any that have been or are
being developed by the Company or that render the Company's techniques,
products and services obsolete or noncompetitive. The Company's competitors
may also succeed in obtaining patent protection or other intellectual property
rights that might hinder the Company's ability to develop, produce or sell
competitive products or the specialized equipment used in its business.

Contractual Obligations to Customers; Indemnification. The Company
customarily enters into service contracts with its customers which frequently
contain provisions that hold the Company liable for various losses or
liabilities incurred by the customer in connection with the activities of the
Company, including, without limitation, losses and liabilities relating to
claims by third parties, damage to property, violation of governmental laws,
regulations or orders, injury or death to persons, and pollution or
contamination caused by substances in the Company's possession or control. The
Company may be responsible for any such losses or liabilities caused by
contractors retained by the Company in connection with the provision of its
services. In addition, such contracts generally require the Company, its
employees, agents and contractors to comply with all applicable laws, rules
and regulations (which may include the laws, rules and regulations of various
foreign jurisdictions) and to provide sufficient training and educational
programs to such persons in order to enable them to comply with applicable
laws, rules and regulations. Consequently, the Company may be exposed to
substantial liabilities in connection with its services. In the case of
emergency response services, the Company frequently enters into agreements
with customers which limit the Company's exposure to liability and/or require
the customer to indemnify the Company for losses or liabilities incurred by
the Company in connection with such services, except in the case of gross
negligence or willful misconduct by the Company. There can be no assurance,
however, that such contractual provisions limiting the liability of the
Company will be enforceable in whole or in part under applicable law.

Governmental Regulation. Extensive federal, state and local laws and
regulations relating to health and environmental quality in the United States,
as well as environmental laws and regulations of other countries in which the
Company operates, may affect the operations of the Company. These laws and
regulations set various standards regulating certain aspects of health and
environmental quality and provide for penalties and other liabilities for the
violation of such standards. However, many jurisdictions have passed
legislation that exempts emergency response service companies, such as the
Company, from compliance with certain of these laws and regulations. In
certain instances, such legislation may also limit the potential liability of
the Company to third parties from its emergency response services. However,
under federal law and certain state laws, the Company would nonetheless remain
liable for its own negligence or misconduct or for warranty claims (such as
under customer contracts described above). Although the Company has not been
subjected to any fines or penalties for the violation of governmental or
environmental regulations, liability resulting from the violation of any of
these laws or regulations could have a material adverse effect on the Company
and its financial condition. Moreover, the Company cannot predict the effects
on its business of environmental legislation or regulations that may be
enacted in the future or how existing or future laws or regulations will be
administered or enforced. The Company is required by various governmental and
quasi-governmental agencies to obtain certain permits, licenses and
certificates with respect to its operations. There can be no assurance that
the Company will, in the future, be successful in obtaining all permits,
licenses and certificates necessary to the conduct of its business.

OFFERING RISKS

Limited Trading Volume and Securities Market Factors. There is a limited
public market for the Common Stock, with daily trading volumes averaging
approximately 44,000 shares. Trading volumes have increased substantially
since January 30, 1998, when the Common Stock began trading on AMEX. Prior to
such date, the

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Common Stock was traded on the NASD's Over-the-Counter Electronic Bulletin
Board under the symbol "BCWC" and trading was sporadic. The closing sales
price of the Company's Common Stock on AMEX has been as high as $8.00 per
share (early 1998) and as low as $1.875 per share (late 1998). The "public
float" of the Company's Common Stock was 3,348,659 shares on May 28, 1998, or
approximately 18.2% of the shares being offered hereby. The large number of
shares being registered hereby in relation to the Company's existing "public
float," the recent volatility in the Company's stock price, and the limited
market for the Common Stock coupled with an imbalance of sale orders to buy
orders may result in significant instability in the market price of the Common
Stock. In addition, the stock markets are subject to periods of volatility
during which the market prices of securities can fluctuate substantially. The
price of an issuer's securities may be adversely affected by market volatility
notwithstanding a strong operating performance. General market price declines
or market volatility in the future could adversely affect the price of the
Common Stock.

Restrictive Covenants Relating to Comerica Loan Facility and Prudential
Subordinated Notes. The loan agreement relating to the Comerica Loan Facility
(the "Loan Agreement") imposes certain restrictions on the Company's
activities, including, without limitation, a prohibition on the payment of
cash dividends on the Company's equity securities; limitations on incurring
additional borrowed money indebtedness; limitations on incurring or permitting
liens upon the assets of Company and its subsidiaries; limitations on making
loans or advances to, or investments in, other persons or entities;
limitations the Company or its subsidiaries liquidating, dissolving or merging
with another company; limitations on the disposition of assets by the Company
and its subsidiaries; a prohibition on the Company changing the nature of its
business; and a prohibition of the Company repurchasing its equity securities.
The Subordinated Note and Warrant Purchase Agreement relating to the
Subordinated Notes (the "Subordinated Note and Warrant Purchase Agreement")
imposes restrictions on the Company's activities which are similar to those
imposed by the Loan Agreement. The Loan Agreement and the Subordinated Note
and Warrant Purchase Agreement each require that the Company meet certain
minimum financial tests. Such restrictions may make it difficult for the
Company to acquire businesses and raise the capital necessary to pursue its
business strategy without the consent and cooperation of the holders of such
notes.

Conversion of the Redeemable Stock. The Company anticipates that it will
either redeem substantially all of the Redeemable Stock or negotiate an
extension of redemption on or before the six month anniversary of its date of
issuance (from October 17, 1998, through December 8, 1998), which is the date
upon which shares of Redeemable Stock become convertible into Common Stock. As
of the date hereof, the Company has redeemed approximately $1,400,000 or
56,000 shares of the Redeemable Stock. If the Company is unable to redeem the
remaining Redeemable Stock, each share of Redeemable Stock that is not
redeemed on or before the six month anniversary of its date of issuance will
become convertible into Common Stock of the Company at 85% of the average of
the last reported sales prices per share of Common Stock for the ten trading
days preceding conversion, not to exceed $6.00 per share, and each outstanding
share of Redeemable Stock that is not redeemed on or before the nine month
anniversary of its date of issuance will become convertible into such number
of shares of Common Stock of the Company as is obtained by dividing $25.00 by
$2.75 (proportionately adjusted for Common Stock splits, combinations of
Common Stock and dividends paid in shares of Common Stock). The conversion of
the Redeemable Stock, therefore, might result in the issuance of shares of
Common Stock at prices below the market price of the Common Stock. The Company
may, in its sole discretion, determine not to redeem the Redeemable Stock if
such a redemption would not be in the best interests of the Company.

Inability of the Company to Pay Cash Dividends. The Loan Agreement restricts
the Company from declaring or paying any cash dividends on its capital stock.
The Subordinated Note and Warrant Purchase Agreement restricts the Company
from declaring or paying any cash dividends on its capital stock as long as
the Prudential Subordinated Notes are outstanding; provided that the Company
may pay dividends on the Redeemable Stock so long as the Company is not in
default under such agreement and a default would not result as a consequence
of the payment of such dividends. Accordingly, the consent of Comerica and
Prudential, or a subsequent holder of the Prudential Subordinated Notes, will
be required to pay cash dividends on the Redeemable Stock or the Common Stock
of the Company if such loan or such notes are then outstanding.

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<PAGE>

The terms of the Redeemable Stock prohibit the payment of cash dividends on
shares of Common Stock so long as dividends on the Preferred Stock are in
arrears. The Company intends to redeem the Redeemable Stock on or before the
six-month date of the issuance of shares of Redeemable Stock and to pay the
cumulative dividends thereon in cash in conjunction with such redemption. In
the event the Company does not redeem the Redeemable Stock on or before such
date, the Company will be required to pay cumulative dividends on the
Redeemable Stock in either cash or additional shares of Redeemable Stock.

Under Delaware law, cash dividends on capital stock may only be paid from
"surplus" or if there is no "surplus," from the corporation's net profits for
the then current or the preceding fiscal year. The ability of the Company to
pay cash dividends on its capital stock will require the availability of
adequate "surplus," which is defined as the excess, if any, of the Company's
net assets (total assets less total liabilities) over its capital (generally
the par value of its issued capital stock). There can be no assurance that
adequate surplus will be available to pay cash dividends on the Company's
capital stock or that, even if such surplus is available, the Company will
have sufficient cash to pay dividends on the Company's capital stock or that,
even if such surplus is available, that the Company will elect to pay cash
dividends. The Company has never declared or paid cash dividends on its Common
Stock and it is not anticipated that any cash dividends will be paid on its
Common Stock in the foreseeable future. While the Company's dividend policy
will be based upon the operating results and capital needs of the business, it
is anticipated that all future earnings, if any, will be retained to finance
ongoing operations and the expansion of the Company's business.

Rule 144 Sales; Shares Available for Future Sale. There are 32,927,232
shares of Common Stock issued and outstanding at the date of this Prospectus,
together with outstanding options and warrants that represent the right to
purchase up to 7,430,937 shares of Common Stock at prices ranging from $0.43
per share to $6.00 per share. Additionally, the Company has issued 196,000
shares of Redeemable Stock and Unit Warrants representing the right to
purchase 980,000 shares of Common Stock at a price of $5.00 per share and has
made restricted stock grants of 1,835,000 shares of Common Stock. As of the
date hereof, the Company has redeemed 56,000 shares of the Redeemable Stock.
Of the 32,927,232 shares of Common Stock outstanding, 8,030,225 shares are
"restricted securities" under the federal securities laws and have not been
registered for resale pursuant to this Prospectus. All such restricted
securities may, in the future, be sold in compliance with the requirements of
Rule 144 promulgated under the Act ("Rule 144"). In general, under Rule 144 as
currently in effect, any person (or persons whose shares are aggregated in
accordance with Rule 144) who has beneficially owned restricted securities for
at least one year is entitled to sell within any three-month period a number
of shares that does not exceed the greater of 1% of the issued and outstanding
shares of Common Stock or the reported average weekly trading volume for the
four weeks preceding the sale. Sales under Rule 144 are also subject to
certain manner-of-sale restrictions and notice requirements and to the
availability of current public information concerning the Company. Persons who
have not been affiliates of the Company for at least three months and who have
held their shares for more than two years are entitled to sell restricted
securities without regard to the volume, manner-of-sale, notice and public
information requirements of Rule 144. As a consequence, substantially all the
Company's currently restricted Common Stock will be eligible for public sale
within one year. Significant sales of currently restricted Common Stock may
adversely affect the market price for the Common Stock, particularly given the
limited trading market for such securities.

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USE OF PROCEEDS

All of the Shares being offered hereby are being registered for resale only,
for the account of the Selling Security Holders, and the Company shall receive
no proceeds with respect thereto.

DIVIDEND POLICY

The Company has not paid dividends on its Common Stock since its inception
and does not expect to pay any cash or other dividends in the foreseeable
future. Earnings of the Company, if any, are expected to be retained for use
in expanding the Company's business. The payment of dividends is within the
discretion of the Board of Directors of the Company and will depend upon the
Company's earnings, if any, capital requirements, financial condition and such
other factors considered relevant by the Board of Directors.

The Loan Agreement restricts the Company from declaring or paying any cash
dividends on its capital stock. The Subordinated Note and Warrant Purchase
Agreement restricts the Company from declaring or paying any cash dividends on
its capital stock as long as the Prudential Subordinated Notes are
outstanding; provided that the Company may pay dividends on the Redeemable
Stock so long as the Company is not in default under such agreement and a
default would not result as a consequence of the payment of such dividends.
See "Risk Factors--Restrictive Covenants Relating to Comerica Loan Facility
and Prudential Subordinated Notes". The terms of the Redeemable Stock prohibit
the Company from paying any cash dividends on any junior stock, including the
Common Stock, unless all dividends owing on the Redeemable Stock have been
paid in full and all shares of Redeemable Stock have been redeemed. See
"Description of Securities--Description of Units."

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BUSINESS

GENERAL

Boots & Coots International Well Control, Inc. (the "Company"), is a global-
response oil and gas service company that specializes in responding to and
controlling oil and gas well emergencies, including blowouts and well fires.
In connection with such services, the Company has the capacity to supply the
equipment, expertise and personnel necessary to contain the oil and hazardous
materials spills and discharges associated with such oil and gas emergencies,
to remediate affected sites and restore affected oil and gas wells to
production. In addition to providing emergency response services, the Company
provides snubbing and other non-critical well control services, including pre-
event planning, training and consulting services. The Company also
manufactures and markets oil and hazardous materials spill containment and
recovery equipment and a varied line of industrial products for the oil and
gas industry, including drilling rig brakes, controls, and monitors;
industrial and marine electrical AC generators; and marine thrusters and
controls. In addition, the Company provides environmental remediation services
to the petrochemical, chemical manufacturing and transportation industries, as
well as to various state and federal agencies, and provides materials and
equipment procurement, transportation and logistics services to the energy
industry.

The Company acts as a holding company for its operating subsidiaries, IWC
Services, B & C Special Services and Baylor. With the exception of B & C
Special Services, Baylor and Haz-Tech, the assets and businesses acquired as
discussed below have been acquired by the Company through IWC Services.

HISTORY OF THE COMPANY

Boots & Coots International Well Control, Inc., formerly known as Havenwood
Ventures, Inc. ("Havenwood"), was incorporated in Delaware in April 1988.
Havenwood was originally formed to serve as a blind pool investment fund, and
in July 1988 Havenwood raised $500,000 in an initial public offering of its
Common Stock. After completing its initial public offering, Havenwood expended
its available resources in the development of a business enterprise which it
ultimately divested, thereafter remaining inactive, with no material assets or
liabilities, until it entered into a business combination with IWC Services on
July 29, 1997.

ACQUISITION OF IWC SERVICES

The Company acquired IWC Services on July 29, 1997, pursuant to a merger of
a wholly owned subsidiary of the Company with IWC Services whereby the Company
issued shares of Common Stock to the stockholders of IWC Services in exchange
for all of the issued and outstanding common stock of IWC Services and issued
options and warrants to purchase Common Stock of the Company in exchange for
all of the options and warrants to purchase common stock of IWC Services then
outstanding. As a result of the merger, IWC Services became a wholly-owned
subsidiary of the Company, the stockholders of IWC Services became the
beneficial holders of approximately 93% of the post-merger issued and
outstanding shares of Common Stock of the Company and the board of directors
and management of IWC Services took over the management of the Company.

IWC Services is a global-response oil and gas well control service company
that specializes in responding to and controlling oil and gas well
emergencies, including blowouts and well fires. In addition, IWC Services
provides snubbing and other non-critical well control services. IWC Services
was organized in June 1995 by six former key employees of the Red Adair
Company who resigned their positions after Mr. Adair retired and sold his
business.

ACQUISITION OF THE ASSETS OF BOOTS & COOTS

On July 31, 1997, the Company completed the acquisition of substantially all
of the operating assets of Boots & Coots, an oil well firefighting, snubbing
and blowout control services company. In connection with the acquisition of
Boots & Coots the Company acquired all interests of Boots & Coots in its
subsidiary corporations, Boots & Coots Overseas, Ltd., and Boots & Coots de
Venezuela, S.A. (collectively referred to herein as "Boots

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<PAGE>

& Coots"). The consideration paid consisted of (i) $370,000 cash payable to
Boots & Coots, (ii) $681,000 placed in escrow to pay certain debts of Boots &
Coots, (iii) the issuance of secured promissory notes of the Company in the
aggregate principal amount of $4,761,000 and (iv) 260,000 shares of Common
Stock of the Company. The Company also granted registration rights for the
shares of Common Stock received by Boots & Coots in the transaction. See
"Description of Securities--Registration Rights of Certain Security Holders."

Boots & Coots was organized by Boots Hansen and Coots Mathews, two former
employees of the Red Adair Company who, like the founders of IWC Services,
left that firm to form an independent company, which became a primary
competitor of IWC Services. As a consequence of the acquisition of Boots &
Coots, the Company became a leader in the worldwide oil well firefighting and
blowout control industry, reuniting many of the former employees of the Red
Adair Company.

ACQUISITION OF ABASCO

On September 25, 1997, the Company completed the acquisition of Abasco,
which had acquired the operating assets of ITS Environmental, a division of
International Tool & Supply Company, a recognized leader in the design and
manufacture of a comprehensive line of rapid-response oil and chemical spill
containment and reclamation equipment and products since 1975. The Company
acquired Abasco for aggregate consideration consisting of approximately
$1,590,000 cash and 300,000 shares of Common Stock.

Abasco's products and services include mechanical skimmers, containment
booms and boom reels, dispersant sprayers, agent absorbents, response vessels,
oil and chemical spill industrial products, spill response packages, oil and
chemical spill ancillary products and waste oil recovery and remediation
services.

ACQUISITION OF ITS

On January 2, 1998, the Company completed the acquisition of all of the
capital stock of ITS for aggregate consideration of $6,000,000. Financing for
the acquisition of ITS was provided from working capital ($500,000); proceeds
from the issuance of the Senior Notes ($4,500,000) (see "Description of
Securities--Senior Notes and Additional Senior Notes"); and short-term bridge
financing from the seller ($1,000,000).

ITS is an ISO 9002 certified materials and equipment procurement,
transportation and logistics company that serves the energy industry
worldwide, with offices in Houston, Venezuela, Peru, Dubai (UAE) and the
United Kingdom.

ACQUISITION OF B & C SPECIAL SERVICES

On February 20, 1998, the Company completed the acquisition of all of the
capital stock of B & C Special Services (formerly known as "Code 3, Inc.").
Consideration for the acquisition of B & C Special Services was (i) $571,000
cash, (ii) the repayment of corporate secured debt and interest thereon of
approximately $1,250,000 through closing, and (iii) the issuance of 488,000
shares of the Company's Common Stock, of which 159,000 shares were delivered
into escrow to secure the indemnification obligations of the former
stockholders of B & C Special Services for claims that may arise as a
consequence of a breach by such stockholders or B & C Special Services of the
representations, warranties and covenants contained in the definitive
agreements.

B & C Special Services, originally headquartered in Harlingen, Texas,
provides containment and remediation of hazardous material and oil spills for
the railroad, transportation and shipping industries, as well as various state
and federal governmental agencies. B & C Special Services also specializes in
the transfer of hazardous materials and high and low pressure liquids and
industrial fire fighting and provides in-plant remedial plan implementation,
hazardous waste management, petroleum tank management, industrial hygiene,
environmental and occupational, health and safety services. Through December
31, 1997, B & C Special Services operated out of facilities in Harlingen, El
Paso, Laredo, San Antonio and Houston, Texas. In 1998, emergency response
facilities and equipment were added in Ft. Worth, Texas, and Denver, Colorado.

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ACQUISITION OF BAYLOR

On July 23, 1998, the Company completed the acquisition of all of the
capital stock of Baylor. Consideration for the acquisition of Baylor was
$25,000,000 cash, retirement of $7,654,000 in secured indebtedness of Baylor,
and the issuance of 540,443 shares of the Company's Common Stock, which shares
were delivered into escrow to provide recourse to the Company for claims that
may arise as a consequence of a breach by such stockholder or Baylor of
certain of the representations, warranties and covenants contained in the
definitive agreements.

Baylor, headquartered in Houston, Texas, manufactures and markets a varied
line of industrial products, many of them proprietary, for the drilling,
marine and power generation industries. The Company's base line of products
include Elmagco(R) Brakes, brake controls, brake monitors, closed loop cooling
systems, Thyrig(TH) Drive Systems, deepwater thrusters and mooring systems as
well as AC generators sold under the trade names EMD, Delco and Baylor,
worldwide.

ACQUISITION OF HAZ-TECH

On November 10, 1998, the Company completed the acquisition, through a
merger with Boots & Coots Special Services, of all of the capital stock of
Haz-Tech Environmental Services, Inc. ("Haz-Tech"). Consideration for the
acquisition of Haz-Tech was $315,671 cash assumption of liabilities and the
issuance of 269,150 shares of the Company's Common Stock, of which one-half
were delivered into escrow to provide recourse to the Company for claims that
may arise as a consequence of a breach by the sellers of certain
representations, warranties and covenants contained in the definitive
agreements.

Haz-Tech provides a complete range of emergency prevention and response
services, including hazardous materials and waste management, OSHA personnel
training and environmental site audits, surface and groundwater hydrology,
bioremediation and pond dewatering, and water treatment to chemical
manufacturing, railroad and truck transportation companies in Texas,
Louisiana, Oklahoma and Arkansas.

PENDING ACQUISITION

On November 5, 1998, the Company announced that it had executed a nonbinding
letter of intent to acquire the Alert Disaster Control Group, a group of
privately-held companies headquartered in Singapore that provide emergency
response and preventative safety services throughout the world, with a
particular focus within regions of Africa, the Middle East and Asia/Pacific.
Alert offers a wide range of emergency response and preventive services
including: oil and gas well fire fighting and blow-out control; well control
engineering and management; marine and industrial fire fighting; hazardous
material control; toxic environment protection; loss management; fire and
safety equipment manufacturing and product sales; and safety and survival
training.

The terms of the acquisition have yet not been finalized and the acquisition
is subject to a number of conditions, including, but not limited to, the
completion of due diligence and the execution of a binding acquisition
agreement.

HALLIBURTON ALLIANCE

The Company also conducts business in a global strategic alliance with the
Halliburton Energy Services division of Halliburton. The alliance operates
under the name "WELLCALL(SM)" and draws on the expertise and abilities of both
companies to offer a total well control solution for oil and gas producers
worldwide. The Halliburton Alliance provides a complete range of well control
services including pre-event troubleshooting and contingency planning,
snubbing, pumping, blowout control, debris removal, firefighting, relief and
directional well planning, and other specialized services.

EXECUTIVE OFFICES

The Company's principal executive office is located at 5151 San Felipe,
Suite 450, Houston, Texas, 77056 (Telephone (713) 621-7911).

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<PAGE>

PRODUCTS AND SERVICES PROVIDED BY THE COMPANY

The Company is a global-response oil and gas service company that
specializes in responding to and controlling oil and gas well emergencies,
including blowouts and well fires. In connection with such services, the
Company has the capacity to supply the equipment, expertise and personnel
necessary to contain the oil and hazardous materials spills and discharges
associated with such oil and gas well emergencies, to remediate affected sites
and to restore affected oil and gas wells to production. In addition to
providing emergency response services, the Company provides snubbing and other
non-critical well control services, including pre-event planning, training and
consulting services. The Company also manufactures and markets oil and
hazardous materials spill containment and recovery equipment and a varied line
of industrial products for the oil and gas industry, including drilling rig
brakes, controls and monitors; industrial and marine electrical generators;
and marine thrusters and controls. The Company provides environmental
remediation services to the petrochemical, chemical manufacturing and
transportation industries, as well as to various state and federal agencies,
and also provides materials and equipment procurement, transportation and
logistics services to the energy industry. The Company's principal products
and services include:

Well Control. This service line is divided into two distinct levels: (1)
"Critical Event" response is ordinarily reserved for well control projects
where hydrocarbons are escaping from a well bore, regardless of whether a fire
has occurred. (2) "Non-critical Event" response, on the other hand, is
intended for the more common operating problems that do not involve escaping
hydrocarbons.

Critical Events. Critical Events frequently result in explosive fires, the
loss of life, the destruction of drilling and production facilities,
substantial environmental damage and the loss of hundreds of thousands of
dollars per day in production revenue. Since Critical Events ordinarily
arise from equipment failures or human error, it is impossible to
accurately predict the timing or scope of the Company's Critical Event
work. Notwithstanding the foregoing, a Critical Event of catastrophic
proportions could result in significant revenues to the Company in the year
of the incident. The Company's professional firefighting staff has more
than 220 years of aggregate industry experience in responding to Critical
Events, oil well fires and blowouts.

Non-critical Events. Non-critical Events frequently occur in connection
with the drilling of new wells into high pressure reservoirs. In most Non-
critical Events, the blowout preventers and other safety systems on the
drilling rig function according to design and the Company is then called
upon to supervise and assist in the well control effort so that drilling
operations can resume as promptly as safety permits. While Non-critical
Events do not ordinarily have the revenue impact of a Critical Event, they
are much more common and predictable.

Fire Fighting Equipment Rentals. This service includes the rental of
specialty well control and firefighting equipment by the Company primarily for
use in conjunction with Critical Events. Such equipment includes, but is not
limited to, firefighting pumps, pipe-racks, Athey wagons, pipe cutters,
crimping tools and deluge safety systems. The Company charges this equipment
out on a per diem basis. Past experience indicates that rentals can be
expected to average approximately 40% of the revenues associated with a
Critical Event.

Fire Fighting Equipment Sales and Service. This service line involves the
sale of complete firefighting equipment packages, together with maintenance,
monitoring, updating of equipment and ongoing consulting services. A typical
example of this service line is the industry supported Emergency Response
Center that the Company has established on the North Slope of Alaska. The
establishment of this Emergency Response Center, completed during the six
month period ended December 31, 1997, included the sale of approximately
$485,000 in equipment. The Company has also entered into a ten year agreement
with renewal clauses to provide ongoing consulting services relating to the
Emergency Response Center, including training, contingency planning, safety
inspections and emergency response drills.

Drilling, Marine and Power Generation Equipment. The Company manufactures
and markets a varied line of industrial products, many of them proprietary for
the drilling, marine and power generation industries. The Company's base line
of products include Elmagco(R) Brakes, brake controls, brake monitors, closed
loop cooling systems, ThyrigTH Drive Systems, deepwater thrusters and mooring
systems as well as AC generators sold under the trade names EMD, Delco and
Baylor, worldwide.

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<PAGE>

Snubbing Operations. A snubbing unit is a high pressure workover rig that
permits an operator to repair or change-out damaged casing, production tubing
and down-hole production equipment in a high pressure environment. Using a
series of highly sophisticated blowout prevention devices, a snubbing unit
makes it possible to remove and replace down-hole equipment in a pressurized
well. Since snubbing is a very hazardous process that entails a high risk of
flash fire or explosion, the snubbing segment of the oil and gas services
industry is concentrated in a few operators, such as Halliburton, who have the
experience and knowledge required to safely and efficiently perform such
services.

Industrial and Marine Firefighting. This service is divided into two
distinct elements: pre-event consulting and Critical Event management. The
pre-event services offered in the industrial and marine firefighting business
include complete on-site inspection services, safety audits and pre-event
planning. Based on these pre-event services, the Company can recommend the
equipment, facilities and manpower resources that a client should have
available in order to effectively respond to a fire. The Company can also
consult with the client to ensure that the equipment and services required by
the client will be available when needed. If a Critical Event subsequently
occurs, the Company is ready to respond at a client's facility with
experienced firefighters and auxiliary equipment.

Oil and Chemical Spill Containment and Reclamation Equipment. The Company is
a leader in the design and manufacture of a comprehensive line of rapid
response oil and chemical spill containment and reclamation equipment and
products, including mechanical skimmers, containment booms and boom reels,
dispersant sprayers, dispersal agents, absorbents, response vessels, oil and
chemical spill industrial products, spill response packages, oil and chemical
spill ancillary products and waste oil recovery and reclamation products.

Oil and Chemical Spill Containment and Remediation Services. The Company
provides containment and remediation of oil and chemical spills for the oil
and gas, petrochemical, railroad, transportation and shipping industries, as
well as various state and federal governmental agencies. The Company
specializes in the transfer of high and low pressure liquids and hazardous
materials and industrial fire fighting. The Company also provides in-plant
remedial plan implementation, hazardous waste management, petroleum tank
management, industrial hygiene, environmental and occupational, health and
safety services.

Supply, Transportation and Logistics. ITS is ISO 9002 certified and provides
material and equipment procurement, transportation and logistics services to
the energy industry worldwide.

Consulting; Drilling Engineering. The Company provides through its highly
specialized in-house engineering staff, supplemented if necessary by outside
engineering consultants and the Halliburton Energy Services division,
engineering services for such areas as: (1) planning and design of relief well
drilling (trajectory planning, directional control and equipment
specifications, and on-site supervision of the drilling operations), (2)
planning and design of production facilities which are susceptible to well
capping or other control procedures, and (3) mechanical and computer aided
designs for well control equipment.

Consulting; Inspections. A cornerstone of the Company's strategy of
providing preventive well control services involves on-site inspection
services for drilling and workover rigs, drilling and production platforms,
and field production facilities. These inspection services are offered as a
standard option in Halliburton's field service programs.

Consulting; Training. The Company provides specialized training in well
control procedures for drilling, exploration and production personnel. To date
such training programs have been provided for both U.S. and international
operators. The Company's training services are offered in conjunction with
ongoing educational programs sponsored by Halliburton. The Company believes
the training segment of its business offers considerable potential for growth.

Strategic Event Planning (S.T.E.P.). A key element of the services offered
by the Halliburton Alliance is a strategic and tactical planning process
addressing action steps, resources and equipment necessary for an operator to
control a blowout. This planning process incorporates organizational
structures, action plans, specifications,

19
<PAGE>

people and equipment mobilization plans with engineering details for well
firefighting, capping, relief well and kill operations. It also addresses
optimal recovery of well production status, insurance recovery, public
information and relations and safety/environmental issues. While the S.T.E.P.
program includes a standardized package of services, it is easily modified to
suit the particular needs of a specific client.

Regional Emergency Response Centers. The Company currently has Emergency
Response Centers in Houston, Texas, Duncan, Oklahoma, and Anaco, Venezuela,
and maintains an industry supported Emergency Response Center on the North
Slope of Alaska. The Company plans to deploy at least one Emergency Response
Center per year over the next five years. The equipment for these proposed
Emergency Response Centers will either be purchased by the Company for its own
account or purchased by a consortium of local producers who will then contract
with the Company for maintenance and consulting services. It is believed these
Emergency Response Centers, once established, will place the Halliburton
Alliance in an unique competitive position within the industry and allow the
Alliance to gain market share by reducing the mobilization time and costs
traditionally involved in controlling major blowout events.

WELLSURESM Program. On February 6, 1998, the Company announced the formation
of an alliance with Global Special Risks, Inc., a managing general insurance
agent located in Houston, Texas, and New Orleans, Louisiana. The alliance
offers oil and gas exploration production companies, through retail insurance
brokers, a new program known as "WELLSURESM," which combines traditional well
control and blowout insurance with the Company's post-event response services
and well control preventative services including company-wide and/or well
specific contingency planning, personnel training, safety inspections and
engineering consultation. Insurance provided under WELLSURESM has been
arranged with leading London insurance underwriters. WELLSURESM program
participants will be provided with the full benefit of having the Company as a
safety and prevention partner. In the event of well blowouts, the Company will
serve as the integrated emergency response service provider, as well as
function as lead contractor and project manager for control and restoration of
wells covered under the program.

REGULATION

Because of the unique nature of the emergency response business, few
regulations other than those applicable to workplace health and safety
generally apply. Because the Company is not ordinarily called to perform field
services until a significant problem has developed, it is usually entitled to
rely on "emergency response" exclusions to applicable regulations.
Notwithstanding the foregoing, the Company is obligated to exercise prudent
judgment and reasonable care at all times and the failure to do so could
result in liability under any number of health, safety and environmental
regulations. See "Risk Factors--Governmental Regulation."

INSURANCE

The Company and its subsidiaries presently maintain liability insurance
coverage with aggregate policy limits which are believed to be adequate for
their operations. Nevertheless, certain potential hazards exist, including the
potential for environmental damage, for which insurance coverage is either
prohibitively expensive or unavailable. In the event the Company is subjected
to claims for uninsured losses or liabilities, the Company's funds may be
reduced and its properties may be lost. A substantial uninsured loss would
have a material adverse effect on the Company and its financial position. See
"Risk Factors--Operating Hazards; Liability Insurance Coverage; Litigation."

EMPLOYEES

As of the date of this Prospectus, the Company and its operating
subsidiaries collectively have 535 full-time employees. In addition, the
Company has several part-time consultants and also employs part-time contract
personnel who remain on-call for certain emergency response projects. The
Company is not subject to any collective bargaining agreements and it
considers its relations with its employees to be good. See "Risk Factors--
Reliance Upon Officers, Directors and Key Employees."

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<PAGE>

FACILITIES

The Company leases a 39,000 square foot office at 777 Post Oak Blvd.,
Houston, Texas, from an unaffiliated landlord through August 2005 at a monthly
rental of $64,000. The Company leases an 11,000 square foot Emergency Response
Center facility in Anaco, Venezuela, which space is rented through January
2000 for a monthly rental of $4,000. The Company owns a facility in northwest
Houston, Texas, that includes approximately 2 acres of land, a 4,000 square
foot office building and a 12,000 square foot manufacturing and warehouse
building. The Company also owns manufacturing facilities in Sugar Land, Texas,
including 190,000 square feet of shop buildings, 22,000 square feet of office
space and 24 acres of land. The Company leases a 7,000 square foot office in
the Halliburton Center, Houston, Texas. This space is rented from an
unaffiliated landlord through May 2002 for an average monthly rental of
$7,000, and is subleased on substantially the same terms. The Company leases
approximately 10,000 square feet of office space in the Camac Plaza, Houston,
Texas, through June 30, 1999, for an average monthly rental of $9,000, which
space is subleased on substantially the same terms. Additionally, the Company
has leased office and equipment storage facilities in various other cities
within the United States, Venezuela, the United Kingdom and Peru. The future
commitments on these additional leases are immaterial. The Company believes
that these facilities will be adequate for its anticipated needs.

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<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
consolidated financial statements and notes thereto and the other financial
information contained in the Company's periodic reports previously filed with
the Commission and incorporated herein by reference.

As discussed herein, the Company completed the acquisitions of Boots &
Coots, L.P. as of July 31, 1997; Abasco, Inc. as of September 25, 1997; ITS
Supply Corporation as of January 2, 1998; Boots & Coots Special Services, Inc.
(formerly known as Code 3, Inc.) as of February 20, 1998; and Baylor Company
as of July 23, 1998. The results of operations for such acquisitions are
included in the condensed Statements of Operations set forth hereinafter from
the respective dates of acquisitions through the reporting period end.

The Company elected to change its fiscal year from June 30, 1997, to
December 31, 1997. A summary of operating results for the fiscal years ended
June 30, 1996 and 1997, the six months ended December 31, 1996 and 1997, and
the nine months ended September 30, 1997 and 1998 is as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED NINE MONTHS ENDED
YEARS ENDED JUNE 30, DECEMBER 31, SEPTEMBER 30,
---------------------- ---------------------- -----------------------
1996 1997 1996 1997 1997 1998
---------- ---------- ----------- ---------- ---------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Revenues................ $1,662,000 $2,564,000 $ 743,000 $5,389,000 $3,920,000 $54,975,000
Costs and expenses:
Operating expenses.... 1,320,000 1,460,000 732,000 3,785,000 2,053,000 38,462,000
General and
administrative....... 773,000 1,061,000 371,000 1,536,000 1,391,000 11,169,000
Depreciation and
amortization......... 50,000 111,000 37,000 500,000 307,000 1,676,000
Operating income (loss). (481,000) (68,000) (397,000) (432,000) 169,000 3,668,000
Loss on debt
extinguishment......... (193,000)
Other income (expenses). 4,000 (63,000) (1,000) (92,000) (152,000) (2,615,000)
Income taxes (benefit).. (138,000) 25,000 13,000 42,000 (18,000) (494,000)
Net income (loss)....... (339,000) (156,000) (409,000) (759,000) (1,000) 559,000
Required preferred
dividends.............. -- -- -- -- -- 639,000
Net loss to common
shareholder............ $ (339,000) $ (156,000) $(409,000) $ (759,000) $ (1,000) $ (80,000)
</TABLE>

COMPARISON OF YEAR ENDED JUNE 30, 1996 WITH YEAR ENDED JUNE 30, 1997

Revenues were $1,662,000 for the year ended June 30, 1996 ("fiscal 1996")
compared to $2,564,000 for the year ended June 30, 1997 ("fiscal 1997"). This
increase was the result of increased market share from diversification of IWC
Service's client base.

Operating expenses were $1,320,000 for fiscal 1996, compared to $1,460,000
for fiscal 1997. The increase was the result of expanded operations in the
fourth quarter of fiscal 1997 due to expanded business activity.

General and administrative expenses were $773,000 for fiscal 1996, compared
to $1,061,000 for fiscal 1997. The increase was primarily the result of
investments in expanded corporate infrastructure and expanded marketing and
advertising to increase market share and diversify the Company's client base.

Depreciation and amortization expense increased from $50,000 for fiscal
1996, compared to $111,000 for fiscal 1997, primarily as the result of a full
year of depreciation on equipment additions made in fiscal 1996.

Other income (expenses) was $4,000 for fiscal 1996, compared to a net
expense of ($63,000) for fiscal 1997, resulting primarily from higher interest
expense on financed equipment purchases made during the 1996 period and
interest expense on the 12% Senior Subordinated Notes sold through June 30,
1997.

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<PAGE>

Income taxes for fiscal 1996, includes a credit for the reversal of a
deferred federal income tax provision of $139,000 for the 1995 start-up
period. Substantially all of the balance of income taxes for both fiscal 1996
and fiscal 1997 represents foreign taxes withheld on various international
projects.

IWC Services sustained a net loss of $339,000 for fiscal 1996, compared to a
net loss of $156,000 for the comparable period in 1997 as a result of the
revenue and expense variations discussed above.

COMPARISON OF SIX MONTHS ENDED DECEMBER 31, 1996 WITH SIX MONTHS ENDED
DECEMBER 31, 1997

Revenues were $743,000 for the six months ended December 31, 1996 ("1996
Interim Period") compared to $5,389,000 for the six months ended December 31,
1997 ("1997 Interim Period"). This increase principally resulted from: (1)
product sales from the Abasco acquisition completed in September 1997
($972,000); (2) sales of two fire fighting equipment packages in the 1997
Interim Period ($908,000); and, (3) increased market share for the Company's
Well Control business unit.

Operating expenses were $732,000 for the 1996 Interim Period compared to
$3,785,000 for the 1997 Interim Period. This increase principally resulted
from: (1) cost of sales and operating expenses from the Abasco acquisition
completed in September 1997; ($632,000); (2) costs associated with the sales
of two fire fighting equipment packages in the 1997 Interim Period ($686,000);
(3) personnel and equipment mobilizations costs incurred in connection with an
international well control incident in October 1997 ($540,000); and, (4) costs
associated with an increase in personnel and support facilities resulting from
the July 31, 1997 acquisition of the Boots & Coots operating assets and growth
in the Company's Well Control business unit.

General and administrative expenses were $371,000 for the 1996 Interim
Period compared to $1,536,000 for the 1997 Interim Period. This increase
principally resulted from: (1) expenses associated from the Abasco acquisition
completed in September 1997 ($246,000); and, (2) expenses associated with an
increase in personnel and other overhead to support the Company's increased
operational level in Well Control.

Depreciation and amortization expenses increased from $37,000 for the 1996
Interim Period compared to $500,000 for the 1997 Interim Period due to the
significant increase in property and equipment acquired with the July 31, 1997
acquisition of the Boots & Coots operating assets.

The loss of debt extinguishment of $193,000 resulted from the early
conversion to common stock of $2,900,000 in face amount of the Company's 12%
Senior Subordinated Notes during the 1997 Interim Period.

The increase in other expenses from $1,000 during the 1996 Interim Period to
$92,000 during the 1997 Interim Period is principally due to interest expense
on the Company's 12% Senior Subordinated Notes.

Income taxes of $13,000 during the 1996 Interim Period and $42,000 during
the 1997 Interim Period results from foreign taxes incurred on Well Control
projects.

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1997 WITH THE NINE MONTHS
ENDED SEPTEMBER 30, 1998

Revenues were $3,920,000 for the nine months ended September 30, 1997
compared to $54,975,000 for the nine months ended September 30, 1998. This
increase was the result of increased market share from diversification of IWC
Services' well control and fire fighting client-base ($5,643,000) and business
acquisitions ($45,412,000).

Operating expenses were $2,053,000 for the nine months ended September 30,
1997 compared to $38,462,000 for the nine months ended September 30, 1998. The
increase was the result of expanded well control operations beginning in the
fourth quarter of fiscal 1997 ($3,273,000) and business acquisitions
($33,136,000).

Selling, general and administrative expenses were $1,391,000 for the nine
months ended September 30, 1997 compared to $11,169,000 for the nine months
ended September 30, 1998. The increase resulted from additional investments in
personnel, systems and infrastructure necessary to support the Company's
expanded scope of operations; new marketing and advertising programs to
increase market share and diversify the Company's well control client base
($1,979,000); and business acquisitions ($7,799,000).

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<PAGE>

Depreciation and amortization expense increased from $307,000 for the nine
months ended September 30, 1997 to $1,676,000 for the nine months ended
September 30, 1998, primarily as the result of depreciation and amortization
relating to business acquisitions.

Interest expense was $152,000 for the nine months ended September 30, 1997
compared to $2,516,000 for the nine months ended September 30, 1998. The
increase is primarily from interest expense on increased debt incurred for
business acquisitions.

Other expenses of $99,000 for the nine months ended September 30, 1998
consist primarily of foreign exchange adjustments.

Income taxes for the nine months ended September 30, 1997, includes a credit
for the reversal of a deferred federal income tax provision of $66,000.
Substantially all of the balance of income taxes for both the nine months
ended September 30, 1997 and 1998 represents foreign taxes on international
operations.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash expenditures in connection with the acquisitions of Boots
& Coots L.P., Abasco, ITS and B & C Special Services required a substantial
portion of the Company's then existing cash reserves. Further, the terms upon
which Abasco, ITS and B & C Special Services were acquired allowed the sellers
to retain most or all of the working capital of such companies. To date, the
Company has funded its operations and acquisitions from: equity capital
contributed by its officers, directors and principal stockholders; proceeds
from the sale in July 1997 of $3,000,000 of the Company's 12% Senior
Subordinated Notes due December 31, 2000 (the "Subordinated Notes") of which
$2,900,000 has been converted into 3,867,000 shares of Common Stock;
$6,481,000 in net proceeds from the private placement, in September 1997, of
7,475,000 shares of Common Stock (the "September Private Placement");
$4,500,000 in net proceeds from the private placement, in January 1998, of the
Company's 10% Senior Secured Notes due May 2, 1998 (the "Senior Notes");
$2,250,000 in net proceeds from the private placement, in March 1998, of
additional Senior Notes due June 15, 1998 ("Additional Senior Notes"); seller
financing on the acquired businesses in the aggregate principal amount of
$5,761,000 of which all has been retired as of the date hereof; and
approximately $4,678,000 in net proceeds from the private placement of 196,000
Units of the Company's 10% Junior Redeemable Convertible Preferred Stock, each
Unit consisting of one share of the Preferred Stock and one Unit Warrant
representing the right to purchase five shares of Common Stock of the Company
at a price of $5.00 per share.

The loan agreement relating to the Comerica Loan Facility imposes certain
restrictions on the Company's activities, including, without limitation, a
prohibition on the payment of cash dividends on the Company's equity
securities; limitations on incurring additional borrowed money indebtedness;
limitations on incurring or permitting liens upon the assets of Company and
its subsidiaries; limitations on making loans or advances to, or investments
in, other persons or entities; limitations the Company or its subsidiaries
liquidating, dissolving or merging with another company; limitations on the
disposition of assets by the Company and its subsidiaries; a prohibition on
the Company changing the nature of its business; and a prohibition of the
Company repurchasing

24
<PAGE>

its equity securities. The Subordinated Note and Warrant Purchase Agreement
relating to the Subordinated Notes imposes restrictions on the Company's
activities which are similar to those imposed by the Loan Agreement. The Loan
Agreement and the Subordinated Note and Warrant Purchase Agreement each
require that the Company meet certain minimum financial tests. Such
restrictions may make it difficult for the Company to acquire businesses and
raise the capital necessary to pursue its business strategy without the
consent and cooperation of the holders of such notes.

YEAR 2000 ISSUES

The Company has assessed issues regarding its computer accounting and other
systems' compliance capabilities to process transactions beginning with "Year
2000". This assessment has been updated to include computer systems utilized
by the Company's acquisitions through and including the recent acquisition of
Baylor Company, closed July 23, 1998.

All computer accounting systems of the Company and its operating
subsidiaries' are "Year 2000" compliant with the exception of one subsidiary.
The upgrade of this operating subsidiary's existing computer accounting
software package to a later generation software version that is "Year 2000"
compliant is estimated to cost approximately $275,000 to $300,000, inclusive
of software and hardware procurement, installation, customization of certain
purchase and sales modules, and user training. It is estimated that upgraded
accounting packages can be installed, modified as necessary, tested and
operational by March 31, 1999. Initial program customizations began in
November 1998. Hardware modifications are currently being installed and
conversion of historical data will begin in January 1999.

The remaining "Year 2000" issue involves a limited number of microprocessor
controlled manufacturing equipment units. The modifications necessary to bring
such control processors into compliance with "Year 2000" requirements are
estimated to cost between $30,000 to $40,000 and are on schedule to be
completed by December 31, 1998.

The implications to the Company, should such upgrades not be completed, are
projected as follows. With respect to the above noted operating unit's
accounting system, the principal area of exposure would be an inability to
interface with customer and vendor computer systems, a primary driver of the
business of this operating unit. This operating unit was acquired during the
first quarter 1998 and for the nine months ended September 30, 1998,
contributed revenues of $11,105,000 and operating profit of $1,295,000. It is
expected that this business unit will continue in its present configuration,
therefore the planned computer system modifications are essential to long-term
growth and profitability.

With regard to the manufacturing equipment microprocessor modifications,
should such changes not be completed timely, the projected impact to the
Company is not deemed to be material and would be limited to potential delays
in the initial set up of such equipment and/or rescheduling production to be
processed on alternative plant equipment.

25
<PAGE>

The Company's assessment of the potential implication of broad based non-
compliance with "Year 2000" by its customers and suppliers has not been
completed at this date. A significant number of the Company's customers are
large international and U.S. domestic oil and gas and petrochemical companies
who typically maintain their systems on the leading edge of technology. From
contact with a limited number of customers, the Company believes that "Year
2000" non-compliance should not be a major concern. Isolated problems could
occur for smaller customers as a result of delays in processing the Company's
billings for services and products, the payment for which could conceivably be
delayed and cause isolated cash flow problems.

With regard to "Year 2000" non-compliance by the above noted operating
unit's vendors and suppliers, the requirement to interface with their computer
systems for purchase orders could reasonably present a problem that would
result in procurement orders placed by the Company's operating unit being
either delayed or not processed. This would require clerical intervention,
resulting in reduced margins, the magnitude of which cannot be reasonably
quantified at this point. With respect to a number of other suppliers and
vendors to the Company, there is a diversification of practice between the use
of rudimentary computer systems and manually prepared source documents. It is
not expected that a broad-based scenario of "Year 2000" exceptions would
present a material obstacle to the Company's orderly conduct of its business.

The Company will continue to monitor potential implications from broad-based
non-compliance by customers and vendors.

26
<PAGE>

MANAGEMENT

RECENT EXECUTIVE COMPENSATION DEVELOPMENTS

Effective September 1998, the Company, with the concurrence of Messrs.
Ramming, Easley, and Krause, rescinded certain stock grants originally
authorized in May 1998, but which had not yet been awarded. The grants had
been made in recognition of the efforts of Messrs. Ramming, Easley and Krause
in the recent successful acquisitions accomplished by the Company. The
decision to rescind the stock grants was made after financial evaluation
indicated that the Company would benefit from restructuring the grants and the
affected employees indicated they would support such a restructuring. The
Company has not yet determined the method by which it intends to compensate
such employees for their efforts.

Mr. Ramming, the Company's Chairman and Chief Executive Officer, is actively
involved in a number of independent business activities and does not devote
his full time to the affairs of the Company. Accordingly, Mr. Ramming may face
certain conflicts of interest in allocating his time between the Company and
his other business activities. Mr. Ramming has executed a one year employment
agreement with the Company which allows for his outside activities provided
that he devotes such time to the Company's affairs as is reasonably necessary
for the performance of his duties, such activities are not competitive with
the Company's business and such activities do not materially adversely affect
his performance as an officer and director of the Company. Mr. Ramming's
employment agreement, which was effective as of August 1, 1997, provided for
an annual salary of $125,000 and an annual automobile allowance of $12,000.
Mr. Ramming has agreed prospectively to curtail all material outside business
activities in connection with the current negotiation of a multiple year
employment contract with the Company.

Mr. Easley served as Chief Financial Officer of the Company during 1997 and
performed certain other services, including sourcing and conducting due
diligence on certain acquisition prospects and raising debt and equity
capital, pursuant to a consulting arrangement with the Company. Mr. Easley's
employment agreement, which was effective as of March 1, 1998, provided for an
annual salary of $175,000 and an annual automobile allowance of $12,000.

On September 1, 1998, Dewitt H. Edwards joined the Company as Executive Vice
President. Mr. Edwards has entered into a five year employment agreement with
the Company providing for an annual salary of $150,000 and 100,000 options to
purchase common stock at $3.10 which vest over the life of the employment
agreement.

On November 1, 1998, Jerry Winchester was named Group President in charge of
operations for the Company. Mr. Winchester has entered into a five year
employment agreement with the Company providing for an annual salary of
$250,000.

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COMPENSATION OF DIRECTORS

1997 Outside Directors' Option Plan. On November 12, 1997, the Board of
Directors of the Company adopted the 1997 Outside Directors' Option Plan (the
"Directors' Plan") and the Company's stockholders approved such plan on
December 8, 1997. The Directors' Plan provides for the issuance each year of
an option to purchase 15,000 shares of Common Stock to each member of the
Board of Directors who is not an employee of the Company. The purpose of the
Directors' Plan is to encourage the continued service of outside directors and
to provide them with additional incentive to assist the Company in achieving
its growth objectives. Options may be exercised over a five-year period with
the initial right to exercise starting one year from the date of the grant,
provided the director has not resigned or been removed for cause by the Board
of Directors prior to such date. After one year from the date of the grant,
options outstanding under the Directors' Plan may be exercised regardless of
whether the individual continues to serve as a director. Options granted under
the Directors' Plan are not transferable except by will or by operation of
law. As of the date hereof options to purchase 45,000 shares of Common Stock
have been granted under the Directors' Plan at an exercise price of $4.25 per
share.]

Other Compensation. In addition to stock option issuances under the
Directors' Plan, Directors who are not employees of the Company receive $250
for their attendance at each Board of Directors and committee meeting and are
reimbursed for their travel, lodging and food expenses incurred in connection
with attending such meetings.

EMPLOYEE AND CONSULTANT STOCK OPTIONS AND STOCK GRANTS

1996 Incentive Stock Plan. In November 1996, IWC Services adopted its 1996
Incentive Stock Plan (the "Incentive Stock Plan") which was subsequently
approved by IWC Services' stockholders. The Incentive Stock Plan authorized
the Board of Directors to provide a number of key employees with incentive
compensation commensurate with their positions and responsibilities. The
Incentive Stock Plan permits the grant of incentive equity awards covering up
to 960,000 shares of Common Stock. In connection with the acquisition of IWC
Services by the Company, the Company issued incentive stock options covering
an aggregate of 460,000 shares of Common Stock to persons who were the
beneficial owners of 200,000 options that were previously granted by IWC
Services. These incentive stock options were exercisable by the holders
thereof for a period of 10 years from the original date of grant at an
exercise price of $0.43 per share. As of the date hereof 425,500 of such
options have been exercised.

Boots & Coots Employee Options. In June 1997, IWC Services issued options to
purchase a total of 100,000 shares of its common stock at a price of $1.00 per
share to nine employees of Boots & Coots. In connection with the acquisition
of IWC Services by the Company, the Company issued incentive stock options
covering an aggregate of 230,000 shares of Common Stock to the Boots & Coots
employees who were the beneficial owners of the 100,000 options that were
previously granted by IWC Services. These stock options will vest at the rate
of 20% per year commencing in July 1998 and be exercisable by the holders
thereof for a period of 10 years from the original date of grant at an
exercise price of $0.43 per share.

1997 Incentive Stock Plan. In December 1997, the Company adopted its 1997
Incentive Stock Plan (the "1997 Incentive Stock Plan"), the form of which was
approved by the stockholders of the Company in December 1997. The 1997
Incentive Stock Plan authorizes the Board of Directors to provide key
employees with incentive compensation commensurate with their positions and
responsibilities. The 1997 Incentive Stock Plan permits the grant of incentive
equity awards covering up to 1,475,000 shares of Common Stock. Grants may be
in the form of qualified or nonqualified stock options, restricted stock,
phantom stock, stock bonuses and cash bonuses. As of the date hereof, stock
options of 1,025,000 shares of Common Stock have been made under the 1997
Incentive Stock Plan. Such options vest ratably over a five year period from
the date of grant. Options to purchase 70,000 shares of Common Stock have been
exercised as of the date hereof.

1997 Executive Compensation Plan. In December 1997, the Company proposed its
1997 Executive Compensation Plan (the "1997 Executive Compensation Plan"), the
form of which was approved by the stockholders of the Company in December
1997. The 1997 Executive Compensation Plan authorizes the Board

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of Directors to provide executive officers with incentive compensation
commensurate with their positions and responsibilities. The 1997 Executive
Compensation Plan permits the grant of incentive equity awards covering up to
1,475,000 shares of Common Stock. Grants may be in the form of qualified or
nonqualified stock options, restricted stock, phantom stock, stock bonuses and
cash bonuses.

Contractual Stock Options.

During the period from July 29, 1997 through the date hereof, contractual
stock options for 1,345,000 shares of Common Stock, in the aggregate, have
been granted to certain employees and consultants. Such options are
exercisable ratably over a two to four year period at prices ranging from $.43
to $2.00 per share. Certain of such options include the right to relinquish
the vested portion of the option at fair market value in exchange for the
exercise price of the balance of the option shares.

INDEMNIFICATION

The Company's Amended and Restated Certificate of Incorporation and By-laws
are intended to take full advantage of the enabling provisions of the General
Corporation Law of the State of Delaware ("GCLD") with respect to limiting the
personal liability of its officers, directors, employees and agents. The
Amended and Restated Certificate of Incorporation and By-laws provide that the
Company may indemnify current and former directors, officers, employees and
agents, and persons serving in similar capacities in the subsidiaries or other
entities in which the Company has an interest to the fullest extent permitted
by the GCLD. Thus, the Company may be prevented from recovering damages for
certain alleged errors or omissions by the officers and directors of the
Company. Under the Company's By-laws, indemnification payments may only be
made upon a determination that the indemnified person acted in good faith and
in a manner such person reasonably believed to be in, or not opposed to, the
best interests of the Company and, with respect to a criminal proceeding, had
no reasonable cause to believe such conduct was unlawful. Such determination
shall be made (i) by a majority of the disinterested members of the Board of
Directors, (ii) by independent legal counsel in a written opinion, or (iii) by
the stockholders.

DISCLOSURE OF THE COMMISSION'S POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions of the Company's Amended and
Restated Certificate of Incorporation, the GCLD, and/or the provisions of the
indemnification agreements executed between each director and executive
officer, and the Company, the Company has been informed that, in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.

ANTI-TAKEOVER PROVISIONS

The provisions of the Company's Amended and Restated Certificate of
Incorporation and By-laws summarized in the following paragraphs may be deemed
to have an anti-takeover effect and may delay, defer, or prevent a tender
offer or takeover attempt that a shareholder might consider to be in that
shareholder's best interests, including attempts that might result in a
premium over the market price for the shares held by shareholders. In
addition, certain provisions of Delaware law and the Company's 1996 and 1997
Incentive Stock Plans and 1997 Executive Compensation Plan may be deemed to
have a similar effect.

Amended and Restated Certificate of Incorporation and By-laws. The Board of
Directors of the Company is divided into three classes. The term of office of
Class I directors is one year, of Class II directors is two years and of Class
III directors is three years. The term of each class of directors expires at
each annual meeting of shareholders held during the year of the one, two or
three year anniversary of their election for Class I, Class II and Class III
directors, respectively, when their successors are elected and qualified.
Shareholders may remove a director only for cause. In general, the Board of
Directors, not the Company's shareholders, has the right to appoint persons to
fill vacancies on the Board of Directors.

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<PAGE>

Pursuant to the Company's Amended and Restated Certificate of Incorporation,
the Company's Board of Directors, by resolution, may establish one or more
classes or series of preferred shares having the number of shares,
designation, relative voting rights, dividend rates, liquidation and other
rights, preferences, and limitations that the Board of Directors fixes without
any shareholder approval. Any rights, preferences, privileges, and limitations
that are established could have the effect of impeding or discouraging the
acquisition of control of the Company.

The Company's Amended and Restated Certificate of Incorporation further
provides special meetings of shareholders may be called only by the Board of
Directors, or by the Board of Directors at the written request of the holders
of at least fifty percent of all shares entitled to vote at the proposed
special meeting.

The Company's Amended and Restated Certificate of Incorporation also
provides that the only business (including election of directors) that may be
considered at an annual or special meeting of shareholders, in addition to
business proposed (or persons nominated to be directors) by the directors of
the Company, is business proposed (or persons nominated to be directors) by
shareholders who comply with the notice and disclosure requirements of the
Amended and Restated Certificate of Incorporation. In general, the Amended and
Restated Certificate of Incorporation requires that a shareholder give the
Company notice of proposed business or nominations no later than sixty days
before the annual meeting of shareholders (meaning the date on which the
meeting is first scheduled and not postponements or adjournments thereof) or
(if later) ten days after the first public notice of the annual meeting is
sent to shareholders. In general, the notice must also contain certain
information about the shareholder proposing the business or nomination, his
interest in the business, and (with respect to nominations for director)
information about the nominee of the nature ordinarily required to be
disclosed in public proxy solicitations.

The Amended and Restated Certificate of Incorporation provides that approval
by the holders of at least two-thirds of the outstanding voting shares is
required to amend the provisions of the By-Laws.

Delaware Anti-takeover Statute. The Company is a Delaware corporation and is
subject to Section 203 of the GCLD. In general, Section 203 prevents an
"interested shareholder" (defined generally as a person owning 15% or more of
the Company's outstanding voting shares) from engaging in a "business
combination" (as defined in Section 203) with the Company for three years
following the date that person became an interested shareholder unless (a)
before that person became an interested shareholder, the Board of Directors of
the Company approved the transaction in which the interested shareholder
became an interested shareholder or approved the business combination, (b)
upon consummation of the transaction that resulted in the interested
shareholder's becoming an interested shareholder, the interested shareholder
owns at least 85% of the voting shares of the Company outstanding at the time
the transaction commenced (excluding shares held by directors who are also
officers of the Company and by employee stock plans that do not provide
employees with the right to determine confidentially whether shares held
subject to the plan will be tendered in a tender or exchange offer), or (c)
following the transaction in which that person became an interested
shareholder, the business combination is approved by the Board of Directors of
the Company and authorized at a meeting of shareholders by the affirmative
vote of the holders of at least two-thirds of the outstanding voting shares of
the Company not owned by the interested shareholder.

Under Section 203, these restrictions also do not apply to certain business
combinations proposed by an interested shareholder following the announcement
or notification of one of certain extraordinary transactions involving the
Company and a person who was not an interested shareholder during the previous
three years or who became an interested shareholder with the approval of a
majority of the Company's directors, if that extraordinary transaction is
approved or not opposed by a majority of the directors who were directors
before any person became an interested shareholder in the previous three years
or who were recommended for election or elected to succeed such directors by a
majority of such directors then in office.

Debt. Certain provisions of the Senior Loan Agreement and Subordinated Note
and Warrant Purchase Agreement may also impede a change in control of the
Company, in that they provide that the Company must

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<PAGE>

offer to prepay such loans in the event of a change of control through either
a change in a specified percentage of the management of the Company or the
acquisition by a third party or an affiliated group of a specified percentage
of the voting securities of the Company.

1996 and 1997 Incentive Stock Plans and 1997 Executive Compensation Plan.
The Company's 1996 and 1997 Incentive Stock Plans and 1997 Executive
Compensation Plan provide for accelerated vesting of restricted stock grants
and stock options and awards if there is a "change of control" of the Company,
defined as (1) a "change in control" of the Company, as that term is
contemplated in the federal securities laws; or (2) the occurrence of any of
the following events: (A) any Person becomes, after the effective date of such
plan, the "beneficial owner" (as defined in Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's then
outstanding securities; provided, that the acquisition of additional voting
securities, after the effective date of such plan, by any Person who is, as of
the effective date of such plan, the beneficial owner, directly or indirectly,
of 20% or more of the combined voting power of the Company's then outstanding
securities, shall not constitute a "Change in Control" of the Company, (B) a
majority of individuals who are nominated by the Board of Directors for
election to the Board of Directors on any date, fail to be elected to the
Board of Directors as a direct or indirect result of any proxy fight or
contested election for positions of the Board of Directors.

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<PAGE>

SELLING SECURITY HOLDERS

An aggregate of 18,423,861 shares (the "Shares") of Common Stock, including
6,118,937 shares underlying warrants to purchase Common Stock, are being
registered in this Offering for the account of the Selling Security Holders
listed on Schedule A to this Prospectus. The Selling Security Holders' Shares
are not being underwritten in this Offering and the Company will not receive
any proceeds from the sale of the Selling Security Holders' Shares. The Shares
of Common Stock being registered for the account of the Selling Security
Holders may be sold by the Selling Security Holders or their transferees
commencing on the date of this Prospectus. Sales of such Shares of Common
Stock by the Selling Security Holders or their transferees may depress the
price of the Common Stock on AMEX and in any market that may develop for such
Shares. The Company will not receive any of the proceeds from the sale of such
Shares of Common Stock. See "Plan of Distribution."

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<PAGE>

PLAN OF DISTRIBUTION

The sale of the Selling Security Holders' Shares may be effected from time
to time in transactions (which may include block transactions by or for the
account of the Selling Security Holders) on the AMEX or in negotiated
transactions, through the writing of options on the Selling Security Holders'
Shares, through a combination of such methods of sale, or otherwise. Sales may
be made at fixed prices which may be changed, at market prices prevailing at
the time of sale, or at negotiated prices.

The Company is not aware of any agreements, undertakings or arrangements
with any underwriters or broker-dealers regarding the sale of Selling Security
Holders' Shares. The Selling Security Holders may effect transactions in the
Shares by selling their securities directly to purchasers or to broker-dealers
who may purchase the Selling Security Holders' Shares as principals and
thereafter sell such Shares from time to time on AMEX, in negotiated
transactions, or otherwise. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions or commissions from the
Selling Security Holders and/or the purchasers for whom such broker-dealers
may act as agents or to whom they may sell as principals, or both.

The Selling Security Holders and broker-dealers, if any, acting in
connection with such sales, might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act and any commission received by
them and any profit on the resale of such securities might be deemed to be
underwriting discounts and commissions under the Securities Act. Furthermore,
in the event of a "distribution" of his or her Shares, such Selling Security
Holders, any selling broker or dealer and any "affiliated purchasers" may be
subject to Rule 10b-6 under the Exchange Act until his or her participation in
the distribution is completed. In addition, Rule 10b-7 under the Exchange Act
prohibits any "stabilizing bid" or "stabilizing purchase" for the purpose of
pegging, fixing, or stabilizing the price of Common Stock in connection with
the offering.

The holders of an aggregate of 11,191,653 Shares offered hereby are subject
to restrictions which limit the number of such shares they are permitted to
sell during a given period pursuant to this Prospectus. Such holders are
permitted to sell no more than fifty percent of the Shares owned by them
offered hereby during the first three months after the effective date of the
registration statement of which this Prospectus forms a part, and no more than
twenty-five percent during the following three month period. At the expiration
of six months from the effective date of the registration statement, such
holders may sell their shares pursuant hereto without being subject to such
restrictions. The holders of shares subject to the foregoing restrictions are
not prohibited from selling shares pursuant to Rule 144 concurrently with any
sale of their shares pursuant to this Prospectus and any sales pursuant to
Rule 144 will not reduce the number of shares that may be sold by them
pursuant to this Prospectus.

There is no assurance that the Selling Security Holders will be able to sell
all or any of the Shares offered hereby.

The Company has notified the Selling Security Holders of the prospectus
delivery requirements for sales made pursuant to this Prospectus and that, if
there are material changes to the stated plan of distribution, a post-
effective amendment with current information would need to be filed before
offers are made and no sales could occur until such amendment is declared
effective.

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CERTAIN TRANSACTIONS

TRANSACTIONS WITH LARRY H. RAMMING

On April 30, 1998, Larry H. Ramming, the Chief Executive Officer of the
Company, pledged 4,004,200 shares of Common Stock of the Company owned by him
to secure a loan in the aggregate amount of $7,000,000 from Prudential
Securities Incorporated. Mr. Ramming used the proceeds of such loan to
purchase the Senior Notes and Additional Senior Notes that the Company had
previously issued to Main Street Merchant Partners II, L.P., and Geneva
Associates, L.L.C., in connection with the acquisition of ITS Supply
Corporation and in order to replenish working capital following the
acquisition of B & C Special Services. Mr. Ramming subsequently agreed to
extend the maturity date of the Senior Notes from May 1, 1998, to October 1,
1998, and to extend the maturity date of the Additional Senior Notes from June
15, 1998, to October 1, 1998, in exchange for a one-time fee of up to one
percent of the principal balance thereof ($70,000). Subsequently, Mr. Ramming
agreed to extend the maturity of the Senior Notes and Additional Senior Notes
on a month to month basis. The Company has paid Mr. Ramming $5,473,156 to be
applied toward repayment of the 10% Senior Secured Note held by Mr. Ramming.

TRANSACTIONS INVOLVING ARIZONA SECURITIES GROUP, INC.

Arizona Securities Group, Inc. ("Arizona Securities"), served as one of two
placement agents appointed by the Company in connection with the Company's
September private placement of 7,475,000 shares of Common Stock. Among the
principals of Arizona Securities are Mark S. Howells and Jeffrey J. Puglisi.
In connection therewith, the Company paid Arizona Securities a placement fee
of $710,000 and issued to Arizona Securities a warrant to purchase 696,500
shares of Common Stock at an exercise price of $1.20 per share. In addition,
the Company paid Arizona Securities a non-accountable expenses allowance in
the amount of $224,000 and paid approximately $57,000 to legal counsel for the
placement agents for fees incurred in connection with such offering.

Arizona Securities served as the placement agent appointed by the Company in
connection with the Company's private placement of up to 400,000 Units, each
consisting of one share of Redeemable Stock and one Unit Warrant. In
connection therewith, the Company paid Arizona Securities a placement fee of
$222,000 and paid approximately $33,000 to legal counsel for Arizona
Securities for fees incurred in connection with such offering.

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DESCRIPTION OF SECURITIES

AUTHORIZED STOCK

The authorized capital stock of the Company consists of 50,000,000 shares of
$0.00001 par value Common Stock and 5,000,000 shares of $0.00001 par value
preferred stock (the "Preferred Stock"). As of the date hereof, a total of
32,927,232 shares of Common Stock are issued and outstanding options and
warrants to purchase an aggregate of 7,430,937 shares of Common Stock have
been issued, 450,000 shares of Preferred Stock have been designated as 10%
Junior Redeemable Convertible Preferred Stock ("Redeemable Stock") and 140,000
shares of Redeemable Stock are issued and outstanding. All issued and
outstanding shares of Common Stock and Preferred Stock of the Company are
fully paid and nonassessable.

COMMON STOCK

Holders of shares of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. Except as may
be required by applicable law, holders of shares of Common Stock will not vote
separately as a class, but will vote together with the holders of outstanding
shares of other classes of capital stock. There is no right to cumulate votes
for the election of directors. A majority of the issued and outstanding shares
of Common Stock and the Redeemable Stock, which votes with the Common Stock as
a class, constitutes a quorum at any meeting of stockholders and the vote by
the holders of a majority of the outstanding shares is required to effect
certain fundamental corporate changes such as liquidation, merger or amendment
of the Amended and Restated Certificate of Incorporation.

Holders of shares of Common Stock are entitled to receive dividends, if, as,
and when declared by the Board of Directors out of funds legally available
therefor, after payment of dividends required to be paid on any outstanding
shares of Redeemable Stock or Preferred Stock. Upon liquidation of the
Company, holders of shares of Common Stock are entitled to share ratably in
all assets of the Company remaining after payment of liabilities, subject to
the liquidation preferences of any outstanding shares of Preferred Stock.
Holders of shares of Common Stock have no conversion, redemption or preemptive
rights. The rights of the holders of Common Stock will be subject to, and may
be adversely affected by, the rights of the holders of Preferred Stock
(including the Redeemable Stock).

PREFERRED STOCK

Under the Company's Amended and Restated Certificate of Incorporation, the
Board of Directors has the power, without further action by the holders of the
Common Stock, to designate the relative rights and preferences of the
Company's Preferred Stock, when and if issued. Such rights and preferences
could include preferences as to liquidation, redemption and conversion rights,
voting rights, dividends or other preferences, any of which may be dilutive of
the interest of the holders of Common Stock.

The Board of Directors may, without further action by the stockholders of
the Company, issue shares of Preferred Stock which it has designated. The
rights of holders of Common Stock will be subject to, and may be adversely
affected by, the rights of holders of Preferred Stock. While the issuance of
Preferred Stock provides desired flexibility in connection with additional
financing, possible acquisitions and other corporate purposes, future
issuances may have the effect of delaying, deferring or preventing the change
of control of the Company without further action by the stockholders and may
discourage bids for the Common Stock at a premium over the market price.

450,000 shares of the Preferred Stock have been designated as "10% Junior
Redeemable Convertible Preferred Stock." See "Description of Securities--
Description of Units."

DESCRIPTION OF UNITS

The Company has issued in a private placement 196,000 Units, each Unit
consisting of one share of Redeemable Stock and one Warrant representing the
right to purchase five shares of Common Stock at $5.00 per

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<PAGE>

share ("Unit Warrant"), subject to anti-dilution protection and adjustments
under certain circumstances. As of the date hereof, the Company has redeemed
56,000 shares of the Redeemable Stock or $1,400,000 of such shares. The
Company intends to redeem over the next several months approximately 140,000
shares or $3,500,000 of Redeemable Stock outstanding or negotiate extended
terms.

Redeemable Stock

Rank. The Redeemable Stock is senior to the Common Stock of the Company
with respect to the payment of dividends and rights upon liquidation,
dissolution or winding up of the affairs of the Company, but the Company
may designate and issue one or more series of preferred stock with rights
equal or superior to the rights of the holders of Redeemable Stock.

Dividends. The holders of the Redeemable Stock are entitled to cumulative
dividends at the rate of 10% per annum on the face value per share thereof
($25.00). Dividends on the Redeemable Stock are initially payable upon the
first to occur of the six month anniversary of the date of issuance or the
redemption thereof. Dividends on shares of Redeemable Stock outstanding
after the six month anniversary of issuance will be payable on the face
value thereof quarterly in arrears. Dividends on the Redeemable Stock may
be paid in cash or, at the election of the Company, in additional shares of
Redeemable Stock, each such share being valued for such purposes at $25.00
per share. The Company may not pay dividends or make any other distribution
on any shares of Common Stock or any equity securities of the Company
junior to the Redeemable Stock in respect of dividends so long as dividends
on the Redeemable Stock are in arrears.

Liquidation, Dissolution, Winding Up. In the event of the liquidation,
voluntary or involuntary, dissolution or winding up of the affairs of the
Company, the holders of the Redeemable Stock then outstanding will be
entitled to be paid out of the assets of the Company available for
distribution to its stockholders, an amount equal to $25.00 per share, plus
any accrued and unpaid dividends on such shares, before any payment or
distribution is made with respect to any Common Stock or equity securities
of the Company junior to the Redeemable Stock in respect of distributions
upon liquidation, dissolution or winding up of the affairs of the Company.

Optional Redemption by the Company. The Redeemable Stock may be redeemed by
the Company at any time on or before the six month anniversary of the date
of issuance (from October 17, 1998 through December 8, 1998) without prior
written notice in an amount per share equal to $25.00, plus any accrued and
unpaid dividends thereon. After the six month anniversary of the date of
issuance of the Redeemable Stock and for so long as such shares are
outstanding, the Company may redeem such shares upon fifteen days prior
written notice.

Optional Conversion by Holders. In the event shares of Redeemable Stock are
not redeemed by the Company on or before the six month anniversary of the
date of issuance, each unredeemed share shall thereafter, until the nine
month anniversary of the date of issuance be convertible, at the election
of the holder thereof, into such number of shares of Common Stock as shall
be obtained by dividing $25.00 by 85% of the average of the last reported
sales prices of shares of the Common Stock (or the average of the closing
bid and asked prices if no transactions have been reported), not to exceed
$6.00 per share, for the 10 trading days immediately preceding the receipt
by the Company of written notice from the holder thereof of an election to
so convert such share of Redeemable Stock. In the event the Company has not
redeemed shares of Redeemable Stock on or before the nine month anniversary
of the date of issuance, each unredeemed share shall become immediately
convertible, at the election of the holder thereof, into such number of
shares of Common Stock as shall be obtained by dividing $25.00 by $2.75
(proportionately adjusted for Common Stock splits, combinations of Common
Stock and dividends paid in shares of Common Stock).

Voting Rights. The holders of the Redeemable Stock are entitled (i) to cast
a number of votes equal to the number of shares of Common Stock in which
such shares are convertible, at the record date for the determination of
stockholders entitled to vote on such matters or, if no record date is
established, at the date such vote is taken, and (ii) have voting rights
and powers equal to the voting rights and powers of the

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<PAGE>

Common Stock, except as set forth below. The holders of the Redeemable
Stock have the right to vote as a separate class to amend, alter, waive the
application of, or repeal (whether by merger, consolidation or otherwise)
any provision of the Certificate of Designation thereof.

Registration Rights. The holders of Redeemable Stock have certain demand
and piggyback registration rights with respect to the shares issuable upon
the conversion thereof. See "Description of Securities--Registration Rights
of Certain Security Holders."

Unit Warrants

Each Unit includes one Unit Warrant representing the right to purchase five
shares of Common Stock at an exercise price of $5.00 per share ("Warrant
Shares"), subject to anti-dilution protection and adjustments under certain
circumstances. Each Unit Warrant is exercisable for a period of five years
from the date of issuance.

Exercise by Holders. Each Unit Warrant is exercisable for shares of Common
Stock either by the delivery of cash, cashiers check or certified bank
check payable to the Company for the exercise price of the Common Stock
being purchased thereby, or by relinquishing such number of Unit Warrant
Shares as is equal to the aggregate exercise price, based upon the market
price of the Common Stock for the ten trading days immediately preceding
the exercise of the Unit Warrant.

Adjustment of Exercise Price. The exercise price of the Unit Warrant is
subject to adjustment downward in the event the Company issues Common Stock
or securities convertible or exercisable for shares of Common Stock at a
price of less than $4.00 per share. The adjustment is calculated by
dividing (A) an amount equal to the sum of (1) the number of shares of
Common Stock outstanding immediately prior to such issuance or sale
multiplied by the then existing exercise price, and (2) the consideration,
if any, received by the Company upon such issuance or sale, by (B) the
total number of shares of Common Stock outstanding immediately after such
issuance or sale. The exercise price of the Unit Warrant is also subject to
adjustment proportionally in the event the issued and outstanding Common
Stock shall be subdivided into a greater number of shares or combined into
a lesser number of shares.

No Fractional Shares. No fractional shares will be issued upon the exercise
of the Unit Warrants. In lieu of issuing fractions of shares, the Company
will pay the holder thereof an amount in cash equal to the market price of
a share of Common Stock on the exercise date, multiplied by such fraction.

Registration Rights. The holders of the Unit Warrants have certain demand
and piggyback registration rights with respect to the Warrant Shares. See
"Description of Securities--Registration Rights of Certain Security
Holders."

SUBORDINATED NOTES

The Company has issued 12% Senior Subordinated Notes due December 31, 2000
("Subordinated Notes"), of which an aggregate of $100,000 principal amount are
outstanding as of the date of this Prospectus. The holders of Subordinated
Notes hold associated warrants to purchase an aggregate of 26,041 shares of
Common Stock at an exercise price of $3.84 per share. See "Description of
Securities--Subordinated Note Warrants."

SENIOR NOTES AND ADDITIONAL SENIOR NOTES

The Company has issued 10% senior secured promissory notes due October 1,
1998 ("Senior Notes") in the aggregate principal amount of $5,000,000 and
additional 10% senior secured promissory notes due October 1, 1998
("Additional Senior Notes") in the aggregate principal amount of $2,250,000.
The Senior Notes and Additional Senior Notes were purchased from the original
holders thereof by Larry H. Ramming, the Chief Executive Officer of the
Company, on April 30, 1998. See "Certain Transactions."

The Company issued warrants to the original holders of the Senior Notes and
Additional Senior Notes representing the right to purchase 2,500,000 shares,
in the aggregate, of Common Stock. See "Description of Securities--Main
Street/Geneva Warrants." Such warrants include certain demand and piggyback
registration

37
<PAGE>

rights with respect to the Common Stock issuable upon the exercise thereof.
See "Description of Securities--Registration Rights of Certain Security
Holders."

PRUDENTIAL SUBORDINATED NOTES

The Company has issued to The Prudential Insurance Company of America
("Prudential") $30,000,000 of 11.28% Senior Subordinated Notes due July 23,
2006 (the "Prudential Subordinated Notes").

In conjunction with the sale of the Prudential Subordinated Notes, the
Company issued to Prudential a warrant to purchase 3,165,396 shares of common
stock. See "Description of Securities--Prudential Warrant." Such warrant
includes certain demand and piggyback registration rights with respect to the
Common Stock issuable upon the exercise thereof. See "Description of
Securities--Registration Rights of Certain Security Holders."

SUBORDINATED NOTE WARRANTS

In connection with the Company's private placement of $3,000,000 of
Subordinated Notes concluded in July 1997, the holders of Subordinated Notes
were issued associated warrants (the "Subordinated Note Warrants") to purchase
Common Stock of the Company. The holders of the Subordinated Notes were
subsequently offered the opportunity to convert their Subordinated Notes into
Common Stock of the Company at a price of $0.75 per share, contingent upon the
extinguishment of their Subordinated Note Warrants without exercise. The
holders of $2,900,000 of Subordinated Notes elected to convert such notes into
Common Stock. As of the date of this Prospectus $100,000 in Subordinated Notes
are outstanding, along with Subordinated Note Warrants representing the right
to purchase an aggregate of 26,041 shares of Common Stock at an exercise price
of $3.84 per share.

PLACEMENT AGENTS' WARRANTS

In connection with the private placement of 7,475,000 shares of Common Stock
of the Company in September 1997, the Company granted the placement agents in
such offering warrants to purchase an aggregate of 747,500 shares of Common
Stock of the Company at an exercise price of $1.20 per share (the "Placement
Agents' Warrants"). The Placement Agents' Warrants are exercisable for a
period of five years and include certain demand and piggyback registration
rights. See "Description of Securities--Registration Rights of Certain
Security Holders."

MAIN STREET/GENEVA WARRANTS

In connection with the purchase of the Senior Notes, the proceeds of which
were used to finance the acquisition of ITS, and the Additional Senior Notes,
the original holders thereof, Main Street Merchant Partners II, L.P. ("Main
Street"), and Geneva Associates, L.L.C. ("Geneva"), were granted warrants to
purchase an aggregate of 2,000,000 shares of the Company's Common Stock at a
price of $2.62 per share and warrants to purchase an aggregate of 500,000
shares of the Company's Common Stock at $4.50 per share, respectively
(collectively, the "Main Street/Geneva Warrants"). The Main Street/Geneva
Warrants are exercisable for a period of six years and include demand and
piggyback registration rights. The Company also agreed to issue an additional
warrant for 500,000 shares to such holders at an exercise price of $2.00 per
share in the event of a default under the terms of the Senior Notes or
Additional Senior Notes. See "Description of Securities--Registration Rights
of Certain Security Holders."

PRUDENTIAL WARRANT

In connection with the purchase of the Prudential Subordinated Notes, the
Company issued a warrant representing the right to purchase 3,165,396 shares
of Common Stock of the Company at an exercise price of $6.70 per share (the
"Prudential Warrant Shares"), subject to anti-dilution protection and
adjustments under

38
<PAGE>

certain circumstances. The Prudential Warrant is not exercisable until after
July 23, 2000 and terminates on the later of July 23, 2008, or six months
after the date the Prudential Subordinated Notes are fully retired.

Exercise by Holders. The Prudential Warrant is exercisable for shares of
Common Stock either by the delivery of cash or certified bank check payable
to the Company for the exercise price of the Common Stock being purchased
thereby, or by relinquishing such number of Prudential Warrant Shares as is
equal to the aggregate exercise price, based upon the market price of the
Common Stock on the date of exercise.

Adjustment of Exercise Price. The exercise price of the Prudential Warrant
is subject to adjustment downward in the event the Company issues Common
Stock or securities convertible or exercisable for shares of Common Stock
at a price of less than the then current market price of the Common Stock.
The adjustment is calculated by multiplying the exercise price by a
fraction (A) the numerator of which shall be (i) the number of shares of
Common Stock outstanding immediately prior to such issue or sale plus (ii)
the number of shares of Common Stock which the aggregate consideration
received by the Company for the total number of such Additional Shares of
Common Stock so issued or sold would purchase at such Market Price, and (B)
the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such issue or sale.

The exercise price of the Prudential Warrant is also subject to the right
of the holder to unilaterally adjust such price at any time after July 23,
2000 and prior to September 22, 2000, to an amount equal to the average
market price of a share of Common Stock for the thirty trading days prior
to July 23, 2000.

The exercise price of the Prudential Warrant is also subject to adjustment
proportionally in the event the issued and outstanding Common Stock shall
be subdivided into a greater number of shares or combined into a lesser
number of shares.

No Fractional Shares. No fractional shares will be issued upon the exercise
of the Prudential Warrant. In lieu of issuing fractions of shares, the
Company will pay the holder thereof an amount in cash equal to the market
price of a share of Common Stock on the exercise date, multiplied by such
fraction.

Registration Rights. The holder of the Prudential Warrant has certain
demand and piggyback registration rights with respect to the Prudential
Warrant Shares. See "Description of Securities--Registration Rights of
Certain Security Holders."

EMPLOYEE AND DIRECTOR OPTIONS

The Company has employee and director stock option plans. For a description
of the options issued or issuable pursuant to such plans, see Management--
"Compensation of Directors" and "Employee and Consultant Stock Options and
Stock Grants."

VOTING TRUST AGREEMENT

In May 1995, Brian Krause, the Company's President, Raymond Henry, the
Company's Director of Well Control Operations, Richard Hatteberg, the
Company's Senior Vice President, Well Control, and Danny Clayton, the
Company's Senior Vice President and the President of IWC de Venezuela, entered
into a five-year Voting Trust Agreement that gives Larry H. Ramming, the
Company's Chairman and Chief Executive Officer, and Mr. Henry, as co-trustees,
the right to vote all shares of Common Stock now owned or hereafter acquired
by Messrs. Krause, Henry, Hatteberg and Clayton during the five-year period
ending December 31, 2000. In the event that Messrs. Ramming and Henry are
unable to reach an agreement respecting the voting of such shares, the Voting
Trust Agreement designates Charles T. Phillips, attorney at law, as the
tiebreaker. The Voting Agreement provides that twenty percent of the shares
subject to such agreement are eligible for release therefrom beginning on each
one year anniversary date of the agreement upon the written request of the
party owning such shares. Currently, 1,840,000 shares (representing 5.5% of
the Company's outstanding Common Stock) have been released from the Voting
Trust Agreement and 2,760,000 shares (representing 8.5% of the Company's
outstanding Common Stock) remain subject thereto.

39
<PAGE>

REGISTRATION RIGHTS OF CERTAIN SECURITY HOLDERS

General. The registration rights granted by the Company generally require
the Company to pay the fees and expenses incurred by it in connection with
such registration and to indemnify the holders (and their affiliates) of
shares sold in any such offering against any losses, claims, damages,
liabilities or expenses incurred by them which arise out of or are based upon
any untrue statement (or alleged untrue statement) of a material fact incident
to such registration, unless made in reliance upon information provided by
such holder for use therein. Each holder whose securities are included in such
registration is required to indemnify the Company (and its affiliates) against
any losses, claims, damages, liabilities or expenses incurred by it which
arise out of or are based upon any untrue statement (or alleged untrue
statement) of a material fact in such registration statement if made in
reliance upon information provided by such holder for use therein.

Units. The holders of the Units have one demand registration right
commencing one year after the closing to register the shares of Common Stock
issuable upon the conversion of the Redeemable Stock and one demand
registration right commencing one year after such closing, to register shares
of Common Stock issuable upon the exercise of the Unit Warrants, such rights
to be exercisable upon the written agreement of the holders of a majority of
the shares of Common Stock issued or issuable upon the conversion of the
Redeemable Stock or a majority of the shares of Common Stock issued or
issuable upon the exercise of the Unit Warrants, respectively. Such holders
also have the right to an unlimited number of piggyback registrations of such
shares. The Company is not required to register any shares that are able to be
sold to the public without registration nor is it required to file a
registration statement for a period of 180 days after the effective date of
any registration statement filed by the Company in which Main Street or Geneva
included shares of Common Stock.

Subordinated Note Warrants. The Subordinated Note Warrants, exercisable for
an aggregate of 26,041 shares of Common Stock at $3.84 per share, have
associated piggyback registration rights entitling the holders thereof to have
the shares of Common Stock issuable upon the exercise thereof included in a
registration statement filed by the Company under the Act (other than a
registration statement on Forms S-8 or S-4).

September Private Placement. The holders of the 7,475,000 shares of Common
Stock purchased in the private placement concluded in September 1997, have
piggyback registration rights entitling the holders thereof to have the shares
of Common Stock purchased by them in such offering included in a registration
statement filed by the Company under the Act (other than a registration
statement on Forms S-8 or S-4).

Placement Agents' Warrants. In connection with the private placement of
Common Stock of the Company in September 1997, the Company agreed that if it
causes a registration statement, or offering statement under Regulation A of
the Act, to be filed with the SEC, Arizona Securities Group, Inc. ("Arizona
Securities") and Paradise Valley Securities, Inc., as the placement agents for
such offering, will have the right during the life of the Placement Agents'
Warrants issued to such agents (exercisable for an aggregate of 747,500
shares) to include in such registration statement or offering statement such
Placement Agents' Warrants and/or the securities issuable upon their exercise.
Additionally, the Company has agreed that, upon written request by a 50%
holder of such Placement Agents' Warrants made during the exercise period of
the Placement Agents' Warrants, it will register the Placement Agents'
Warrants and/or any of the securities issuable upon exercise thereof. The
initial such registration to be at the Company's expense and the second at the
expense of the holder(s).

Principals of Arizona Securities. The Company has granted to Arizona
Securities registration rights covering the 2,001,000 shares of Common Stock
issued to Arizona Securities as compensation for services rendered to the
Company for its efforts in raising capital and any additional shares of Common
Stock acquired by Arizona Securities and its principals. The registration
rights granted to Arizona Securities were transferred to the principals of
Arizona Securities, Mark S. Howells, Jeffrey T. Puglisi and Scott Tominaga.
The registration rights consist of unlimited "piggyback" registration rights
for the five year period commencing July 29, 1997, and a one-time demand
registration right (i) exercisable twelve months after July 29, 1997, provided
that the Company is eligible to utilize Form S-3 for such registration, or
(ii) exercisable eighteen months after July 29, 1997, regardless of the
registration form which is available to the Company, provided that no demand
registration

40
<PAGE>

right may be exercised in the event that piggyback registration rights were
available within the immediately preceding twelve months.

Acquisition of Boots & Coots. The Company granted a one-time demand
registration right to Boots & Coots for the 259,901 shares of Common Stock
issued to Boots & Coots on July 31, 1997, in connection with the acquisition
of its operating assets by the Company, exercisable beginning on July 31,
1999, and further agreed that if the Company files a registration statement
with the SEC at any time within seven years after July 31, 1997, Boots & Coots
will have the right to include in such registration statement such shares of
Common Stock.

Main Street/Geneva Warrants. The Company granted registration rights to the
holders of the Main Street/Geneva Warrants covering the 2,500,000 shares of
Common Stock issuable upon the exercise of such warrants. The registration
rights granted include the right to demand two registrations using Form S-1,
an unlimited number of demand registrations on Forms S-2 or S-3 and an
unlimited number of piggyback registrations. Additionally, the registration
rights prohibit the Company from granting any registration rights which might
lead to a registration statement being declared effective within 180 days
after the effective date of any registration statement filed by the Company in
which Main Street or Geneva has included shares of Common Stock and also grant
to Main Street and Geneva registration rights no less favorable than any
registration rights subsequently granted by the Company.

Acquisition of B & C Special Services. The stockholders of B & C Special
Services received piggyback registration rights for the 488,136 shares of
Common Stock issued to them in connection with the acquisition of B & C
Special Services by the Company, which rights entitle them to include the
shares of Common Stock received by them in the acquisition in a registration
statement filed by the Company under the Act (other than registration
statements on Forms S-8 or S-4) until all such shares are eligible to be
resold under Rule 144 or the seventh anniversary of the issuance thereof
(February 20, 2005).

Prudential Warrant. The holder of the Prudential Warrant has one demand
registration right commencing after July 23, 2000, to register shares of
Common Stock issuable upon the exercise of the Prudential Warrant, provided
that at least 33.3% of the Common Stock issued or issuable upon the exercise
of the Prudential Warrant is included in such registration. Such holder also
has the right to an unlimited number of piggyback registrations of such
shares. The Company is not required to register any shares that are able to be
sold to the public without registration.

41
<PAGE>

SHARES AVAILABLE FOR FUTURE SALE

There are 32,927,232 shares of Common Stock issued and outstanding at the
date of this Prospectus, together with options and warrants that represent the
right to purchase up to 8,305,932 additional shares of Common Stock at prices
ranging between $0.43 and $6.00 per share. Additionally, the Company has made
restricted stock grants for 1,835,000 shares of Common Stock and has issued
196,000 shares of Redeemable Stock and Unit Warrants representing the right to
purchase 980,000 shares of Common Stock at a price of $5.00 per share. Of the
32,927,232 shares of Common Stock outstanding, 8,030,225 shares are
"restricted securities" under the federal securities laws and have not been
registered for resale pursuant to this Prospectus. All such restricted
securities may, in the future, be sold in compliance with the requirements of
Rule 144 promulgated under the Act ("Rule 144"). In general, under Rule 144 as
currently in effect, any affiliate of the Company or any person (or persons
whose shares are aggregated in accordance with Rule 144) who has beneficially
owned restricted securities for at least one year would be entitled to sell
within any three month period a number of shares that does not exceed the
greater of 1% of the issued and outstanding shares of Common Stock or the
reported average weekly trading volume for the four weeks preceding the sale.
Sales under Rule 144 are also subject to certain manner-of-sale restrictions
and notice requirements and to the availability of current public information
concerning the Company. Persons who have not been affiliates of the Company
for at least three months and who have held their shares for more than two
years are entitled to sell restricted securities without regard to the volume,
manner-of-sale, notice and public information requirements of Rule 144. As a
consequence, substantially all the Company's currently restricted Common Stock
will be eligible for public sale within one year. Significant sales of
currently restricted Common Stock may adversely affect the market price for
the Common Stock and, consequently, the Redeemable Stock and Warrants,
particularly if there is a limited trading market for such shares.

In connection with the offering of Units by the Company, each officer and
director of the Company owning of record or beneficially 200,000 shares or
more of Common Stock of the Company entered into a Lock Up Agreement pursuant
to which such person has agreed not to transfer any shares of Common Stock
owned by him for a period of one year from the initial closing of the sale of
the Units (April 17, 1998) without the consent of Arizona Securities,
excluding transfers pursuant to bona fide pledges to financial institutions to
secure indebtedness, for estate planning purposes or made as bona fide gifts.
Such agreement currently covers approximately 9,697,918 shares of Common
Stock.

42
<PAGE>

TRANSFER AGENT

The Transfer Agent for the Common Stock of the Company is American Stock
Transfer & Trust Company, 40 Wall Street, 46th Floor, New York, New York 10005
(Telephone (212) 936-5100).

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be passed
upon for the Company by Brown, Parker & Leahy, LLP, Houston, Texas.

EXPERTS

The financial statements of the Company, Boots & Coots L.P. and Boots &
Coots Special Services incorporated by reference in this Prospectus have been
audited by Hein + Associates LLP, certified public accountants, to the extent
and for the periods indicated in their reports, and have been incorporated in
reliance upon such reports given on the authority of such firm as experts in
accounting and auditing.

The audited financial statements of the Logistics and Supply Division of ITS
Investments, Inc. incorporated by reference in this Prospectus and elsewhere
in the registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated in reliance upon the authority of said firm as
experts in giving said reports.

The audited financial statements of Elmagco, Inc., as of December 31, 1997
and for the two-year period then ended, incorporated by reference in this
Prospectus and elsewhere in the registration statement have been audited by
KPMG Peat Marwick LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated in reliance upon the
authority of said firm as experts in giving said reports.

43
<PAGE>

SCHEDULE A

SELLING SECURITY HOLDERS

<TABLE>
<CAPTION>
AMOUNT OF AMOUNT OF
SHARES AMOUNT OF SHARES SHARES OWNED
NO. NAME OWNED BEING REGISTERED AFTER OFFERING(1)
--- ---- ---------- ---------------- -----------------
<C> <S> <C> <C> <C>
1 80 Shore Road Corp......... 25,000 25,000 --0--
2 A.G. Edwards & Sons, Inc.
C/F Stewart Declan Geary
IRA....................... 100,000 100,000 --0--
3 A.M.C. Ltd. Money Purchase
Pension Plan.............. 25,000 25,000 --0--
4 Anderson, Neal B........... 5,000 5,000 --0--
5 Anderson, Craig F.......... 5,000 5,000 --0--
6 Anderson, Scott L.......... 5,000 5,000 --0--
7 Anderson, Kevin W.......... 5,000 5,000 --0--
8 Martin, Karen A............ 5,000 5,000 --0--
9 Martin, III, Harlon E...... 5,000 5,000 --0--
10 Karen A. Martin, as
custodian for James A.
Martin under U.T.M.A...... 5,000 5,000 --0--
11 Karen A. Martin, as
Custodian for Jacqueline
F. Martin under U.T.M.A... 5,000 5,000 --0--
12 Craig F. Anderson, as
Custodian for Keith H.
Anderson under U.T.M.A.... 5,000 5,000 --0--
13 Craig F. Anderson, as
Custodian for C. J.
Anderson under U.T.M.A.... 5,000 5,000 --0--
14 Scott L. Anderson, as
Custodian for Scott L.
Anderson, Jr. under
U.T.M.A................... 5,000 5,000 --0--
15 Scott L. Anderson, as
Custodian for Eleanor B.
Anderson under U.T.M.A.... 5,000 5,000 --0--
16 Kevin W. Anderson, as
Custodian for Matthew W.
Anderson under U.T.M.A.... 5,000 5,000 --0--
17 Anderson, Bruce............ 168,333 168,333 --0--
18 Anderson Land, Ltd......... 66,666 66,666 --0--
19 Battenberg, Gary E. and
Barbara W................. 25,000 25,000 --0--
20 BC Consolidated, L.P. ..... 259,901 259,901 --0--
21 Beardmore, John............ 100,000 100,000 --0--
22 Beverly Family, Ltd.(3).... 386,666 286,666 100,000
23 Blocker Jr., John.......... 25,000 25,000 --0--
24 Borchert, R.V.............. 25,000 25,000 --0--
25 Bolin, George and Teresa... 33,333 33,333 --0--
26 Bova, Salvatore............ 50,000 50,000 --0--
27 Brown, Jack................ 33,333 33,333 --0--
28 C.S.L. Associates, L.P.(4). 200,000 200,000 --0--
29 Canada Trust A/C
#0581058032-121E.......... 750,000 750,000 --0--
30 Canada Trust A/C
#0582058032-221W.......... 750,000 750,000 --0--
31 Centina, Daniel............ 30,000 30,000 --0--
32 CMH Trust U/A/D 05/25/95
Jeanie L. Howells, TTEE... 5,000 5,000 --0--
33 Cofsky, Jeffrey(5)......... 26,041 26,041 --0--
34 Cone, Penni Slay........... 100,000 100,000 --0--
35 de Compiegne, Jr., Henri... 40,000 40,000 --0--
36 Delaware Charter Guarantee
& Trust Co. FBO Jeffrey J.
Puglisi SEP/IRA........... 299,000 299,000 --0--
</TABLE>

A-1
<PAGE>

<TABLE>
<CAPTION>
AMOUNT OF AMOUNT OF
SHARES AMOUNT OF SHARES SHARES OWNED
NO. NAME OWNED BEING REGISTERED AFTER OFFERING(1)
--- ---- ---------- ---------------- -----------------
<C> <S> <C> <C> <C>
37 Delaware Charter Guarantee
& Trust Co. FBO Keith L.
Griffits SEP/IRA.......... 25,000 25,000 --0--
38 Delaware Charter Guarantee
& Trust Co. FBO Stephen D.
Spencer SEP/IRA........... 25,000 25,000 --0--
39 Delaware Charter Guarantee
& Trust Co. FBO Deborah D.
Dunkum IRA(6)............. 20,000 20,000 --0--
40 Delaware Charter Guarantee
& Trust Co. FBO Mark S.
Howells SEP/IRA........... 300,150 300,150 --0--
41 Delaware Charter Guarantee
& Trust Co. FBO W.G.
Dunkum, III IRA(6)........ 20,000 20,000 --0--
42 Derrick, Bruce W.(7)....... 70,000 70,000 --0--
43 Dixon, Robert C............ 50,000 50,000 --0--
44 Donald & Shelley Moorehead
Charitable Trust(3)....... 200,000 200,000 --0--
45 Dufford, A. Scott and
Dufford, Beth A........... 50,000 50,000 --0--
46 Dunkum, W.G. III & Deborah
D.(3)..................... 5,000 5,000 --0--
47 Elbaum, Steven S........... 100,000 100,000 --0--
48 Elmira Realty Management
Corp. Employee's Pension
and Profit Sharing
Plans(3).................. 15,000 15,000 --0--
49 FARMCO..................... 50,000 50,000 --0--
50 Farmers and Merchants Trust
Company Cust. FBO Craig
Langslet Rollover IRA..... 125,000 125,000 --0--
51 Ferguson, Jr., Paul F...... 223,333 223,333 --0--
52 Flak, Henry & Carmen....... 25,000 25,000 --0--
53 Founders Equity Group,
Inc.(8)................... 400,000 400,000 --0--
54 Franke, William A.(4)...... 550,000 550,000 --0--
55 Gabriel Investments Ltd.... 300,000 300,000 --0--
56 Garson, Lee A. & Garson,
Corinne B., Trustees of
the Garson Family Trust
Dated September 15, 1988.. 50,000 50,000 --0--
57 Geary, Stewart and
Kimberly.................. 66,666 66,666 --0--
58 Geneva Associates,
L.L.C.(9)................. 1,100,000 1,100,000 --0--
59 George, Larry D............ 25,000 25,000 --0--
60 Gernant, Michael & Susan... 25,000 25,000 --0--
61 Gibbs, James A............. 50,000 50,000 --0--
62 Gossen, Jr., Frederick..... 33,333 33,333 --0--
63 Grace, Hershey............. 66,666 66,666 --0--
64 Gregory Brown as Trustee
for Carson E. Brown Trust. 45,333 45,333 --0--
65 Gregory Brown as Trustee
for Kathryne T. Brown
Trust..................... 77,333 77,333 --0--
66 Gregory Brown as Trustee
for Kristin L. Brown
Trust..................... 77,333 77,333 --0--
67 Grigsby, James T........... 25,000 25,000 --0--
68 Hamilton, Wm. Arthur....... 25,000 25,000 --0--
69 Hanawa, David A. .......... 89,964 60,725 29,239
70 Harold & Beverly Rubenstein
Family Trust(3)........... 50,000 50,000 --0--
71 Harrington & Co. E.V. Fund
II Ltd.................... 75,000 75,000 --0--
72 Heartland Trust Company
TTEE for Fargo Water, Inc.
401-K K. Kleist........... 50,000 50,000 --0--
73 Henkemeyer, Gerome G., IRA. 50,000 50,000 --0--
74 Holden, Helen(2)........... 20,000 20,000 --0--
75 Holden, Helen and Jerry.... 25,000 25,000 --0--
76 Holland Holding, Inc....... 50,000 50,000 --0--
</TABLE>

A-2
<PAGE>

<TABLE>
<CAPTION>
AMOUNT OF AMOUNT OF
SHARES AMOUNT OF SHARES SHARES OWNED
NO. NAME OWNED BEING REGISTERED AFTER OFFERING(1)
--- ---- --------- ---------------- -----------------
<C> <S> <C> <C> <C>
77 Holland, Terry Hunter....... 50,000 50,000 --0--
78 Howells, Jeanie L. ......... 5,000 5,000 --0--
79 Huepenbecker, Wayne......... 25,000 25,000 --0--
80 Irvine Capital Partners,
L.P.(4).................... 450,000 450,000 --0--
81 Johnson, Cederick........... 33,333 33,333 --0--
82 Johnson, Doug............... 1,015,333 993,333 22,000
83 JAH Trust U/A/D 05/25/95
Jeanie L. Howells, TTEE.... 5,000 5,000 --0--
84 JRH Trust U/A/D 05/25/95
Jeanie L. Howells, TTEE.... 5,000 5,000 --0--
85 JMH Trust U/A/D 05/25/95
Jeanie L. Howells, TTEE.... 5,000 5,000 --0--
86 KAH Trust U/A/D 05/25/95
Jeanie L. Howells, TTEE.... 5,000 5,000 --0--
87 Kennedy, WD................. 33,333 33,333 --0--
88 Kherkher, Steven............ 33,333 33,333 --0--
89 Krause, Brian............... 1,462,200 25,000 1,437,200
90 Kuhn, Leroy T............... 25,000 25,000 --0--
91 LaBarbera, Philip........... 140,000 140,000 --0--
92 Lake, John.................. 45,000 45,000 --0--
93 LaMont Asset Management SA.. 25,000 25,000 --0--
94 LaSalle, Cattle, Co., Ltd... 66,666 66,666 --0--
95 Lesch, Steven............... 33,333 33,333 --0--
96 Lowenthal, Malcolm P. & Joan
G. JTWROS(3)............... 10,000 10,000 --0--
97 Macey, Louis................ 25,000 25,000 --0--
98 MacLeod, Ian & Marilyn...... 50,000 50,000 --0--
99 Main Street Merchant
Partners II, L.P.(10)...... 777,277 777,277 --0--
100 Marin, Carlos M. ........... 89,964 60,725 29,239
101 Mark Howells Trust Dtd.
06/25/97 Mark S. Howells,
Trustee(11)................ 1,604,085 1,604,085 --0--
102 Marshall, Robert H.......... 50,000 50,000 --0--
103 Martin, Jr., Harlon......... 33,333 33,333 --0--
104 Massey, Randall............. 266,666 266,666 --0--
105 Massey, Scott............... 66,666 66,666 --0--
106 Massey, John H.............. 83,333 83,333 --0--
107 McCarthy, Dennis............ 200,000 200,000 --0--
108 McMahon, Ed................. 66,666 66,666 --0--
109 Miller, Jay Mark............ 25,000 25,000 --0--
110 Moore, Gary and Norma Jean.. 333,333 333,333 --0--
111 Moorehead, George O......... 100,000 100,000 --0--
112 Moorehead, Donald F......... 250,000 250,000 --0--
113 Moritz, John................ 33,333 33,333 --0--
114 Mosley, William............. 50,000 50,000 --0--
115 Naiztat, Herbert............ 25,000 25,000 --0--
116 O'Brien, Timothy J. ........ 154,104 104,020 50,084
117 Paradise Valley Securities,
Inc.(2).................... 51,000 51,000 --0--
118 Poore, James M. & Amelia E.. 50,000 50,000 --0--
119 Pritchett, Joe Pat.......... 133,333 133,333 --0--
120 Puglisi Capital Partners,
L.P.(12)................... 180,000 180,000 --0--
121 Puglisi, Jeffrey J.(11)..... 1,440,865 1,440,865 --0--
122 R. Chaney and Partners III,
L.P........................ 300,000 300,000 --0--
123 Radix Associates............ 50,000 50,000 --0--
124 Reider, Franklin............ 75,000 75,000 --0--
</TABLE>

A-3
<PAGE>

<TABLE>
<CAPTION>
AMOUNT OF AMOUNT OF
SHARES AMOUNT OF SHARES SHARES OWNED
NO. NAME OWNED BEING REGISTERED AFTER OFFERING(1)
--- ---- ---------- ---------------- -----------------
<C> <S> <C> <C> <C>
125 Rhaetia Investments SA(2). 150,000 150,000 --0--
126 Richardson, Brent D....... 50,000 50,000 --0--
127 Rubenstein, Ellis(2)...... 30,000 30,000 --0--
128 Rubenstein Family Limited
Partnership.............. 150,000 150,000 --0--
129 Sacks, Seymour & Star..... 50,000 50,000 --0--
130 Schottenfeld Associates,
L.P.(12)................. 280,000 280,000 --0--
131 Schottenstein, John M.,
Revocable Trust UAD
3/26/91.................. 25,000 25,000 --0--
132 Schraub, Howard........... 25,000 25,000 --0--
133 Schulte, Vincent.......... 25,000 25,000 --0--
134 Schut, Bragi E. and Jan
H........................ 50,000 50,000 --0--
135 Schweizer, Tim............ 50,000 50,000 --0--
136 Sheinbein, Melvin M.,
Decedent's Trust......... 50,000 50,000 --0--
137 Shenkman, Aaron(7)........ 20,000 20,000 --0--
138 Shlenker, Marti B......... 66,666 66,666 --0--
139 SMH Trust U/A/D 05/25/95
Jeanie L. Howells, TTEE.. 5,000 5,000 --0--
140 Sparco Holding, Inc....... 30,000 30,000 --0--
141 Speckman, Gary R. and
Madeline Sue............. 25,000 25,000 --0--
142 Staley, Henry, Trust...... 25,000 25,000 --0--
143 Stewart Geary as Trustee
for Kyle Geary........... 33,333 33,333 --0--
144 Stewart Geary as Trustee
for Allison Geary........ 33,333 33,333 --0--
145 Stymiest, Mark............ 35,000 35,000 --0--
146 Tominaga, Scott H.(13).... 149,399 149,399 --0--
147 Turner, Jess R............ 25,000 25,000 --0--
148 Thompson, Lee T. ......... 199,430 104,020 95,410
149 Vance, Tom................ 58,333 58,333 --0--
150 VSS Co., Inc. Restated
Profit Sharing Plan &
Trust.................... 50,000 50,000 --0--
151 WES-TEX Drilling Company.. 50,000 50,000 --0--
152 Wilkes, Daniel............ 25,000 25,000 --0--
153 William M. Beard & Lee
Beard Charitable
Remainder Unitrust....... 66,666 66,666 --0--
154 Wilson, Jr., Herman T..... 100,000 100,000 --0--
---------- ---------- ---------
20,187,033 18,423,861 1,763,172
========== ========== =========
</TABLE>
- --------
(1) Assumes sale by each Selling Security Holder of all shares registered
pursuant hereto for each such Selling Security Holder's account.
(2) Represents shares of Common Stock underlying a warrant exercisable at
$1.20 per share.
(3) Represents shares of Common Stock underlying a warrant exercisable at
$5.00 per share.
(4) Includes 50,000 shares of Common Stock underlying a warrant exercisable at
$5.00 per share.
(5) Represents shares of Common Stock underlying a warrant exercisable at
$3.84 per share.
(6) Includes 5,000 shares of Common Stock underlying a warrant exercisable at
$5.00 per share.
(7) Includes 20,000 shares of Common Stock underlying a warrant exercisable at
$5.00 per share.
(8) Includes 100,000 shares of Common Stock underlying a warrant exercisable
at $1.20 per share.
(9) Includes 800,000 shares of Common Stock underlying a warrant exercisable
at $2.62 per share and 300,000 shares of Common Stock underlying a warrant
exercisable at $4.50 per share.
(10) Includes 1,200,000 shares of Common Stock underlying a warrant
exercisable at $2.62 per share and 200,000 shares of Common Stock
underlying a warrant exercisable at $4.50 per share. Assumes exercise on
a cash basis, rather than pursuant to a cashless exercise, which the
holder has indicated its desire to do but which has not been finalized.
(11) Includes 173,250 shares of Common Stock underlying a warrant exercisable
at $1.20 per share.
(12) Includes 30,000 shares of Common Stock underlying a warrant exercisable
at $5.00 per share.
(13) Includes 50,000 shares of Common Stock underlying a warrant exercisable
at $1.20 per share.

A-4
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALES REPRESENTATIVE OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PRO-
SPECTUS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THE COMMON
STOCK BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMA-
TION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

----------------

TABLE OF CONTENTS

UNTIL [ ], 1998 [25 DAYS AFTER THE DATE OF THIS PROSPECTUS], ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPAT-
ING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIV-
ERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PRO-
SPECTUS WHEN ACTING AS AN UNDERWRITER AND WITH RESPECT TO THEIR UNSOLD ALLOT-
MENTS OR SUBSCRIPTIONS.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

18,423,861 SHARES OF
COMMON STOCK

[LOGO]
[LOGO OF BOOTS & COOTS INTERNATIONAL APPEARS HERE]

BOOTS & COOTS INTERNATIONAL
WELL CONTROL, INC.

----------------
PROSPECTUS
----------------

[ ], 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered hereby. All amounts
are estimated except the Securities and Exchange Commission registration fee.

<TABLE>
<S> <C>
SEC registration fee.......................................... $33,977.96
Accounting fees and expenses.................................. $ *
Legal fees and expenses....................................... $ *
Printing and engraving expenses............................... $ *
Consulting fees and expenses.................................. $ *
Registrar and transfer agent's fees........................... $ *
Miscellaneous fees and expenses............................... $ *
----------
Total....................................................... $ *
==========
</TABLE>
- --------
* To be completed by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

ISSUANCES IN ACQUISITIONS

Acquisition of IWC Services. In connection with the July 29, 1997,
acquisition of IWC Services, the Company issued shares of Common Stock and
options and warrants to purchase Common Stock to the eight former security
holders of IWC Services in exchange for their shares, options and warrants of
IWC Services. The Company issued, in the aggregate, 15,502,000 shares of
Common Stock of the Company; warrants to purchase up to $3,000,000 of the
Company's Common Stock; and (iii) options to purchase 1,955,000 shares of the
Company's Common Stock.

The Company relied upon Section 4(2) of the Act for the issuance of the
Common Stock and options and warrants to purchase Common Stock issued to the
former security holders of IWC Services. The Company used no general
solicitation or advertising in connection with such issuance, there were eight
persons to whom such securities were offered and issued, a number of whom were
accredited investors and the Company had reason to

II-1
<PAGE>

believe that each person to whom such securities were offered or issued did
not intend to engage in the distribution thereof and had sufficient financial
resources and knowledge and experience in financial and business matters to
satisfy the requirements of such exemption.

Acquisition of Boots & Coots. In connection with the acquisition of the
operating assets of Boots & Coots on July 31, 1997, the Company issued 259,901
shares of Common Stock to Boots & Coots, L.P., an accredited investor. The
Company relied upon Section 4(2) of the Act for the issuance of the Common
Stock to Boots & Coots. The Company used no general solicitation or
advertising in connection with such issuance, the securities were issued to a
single purchaser, and the Company had reason to believe that Boots & Coots did
not intend to engage in the distribution thereof.

Acquisition of B & C Special Services, Inc. In connection with the
acquisition of B & C Special Services, Inc. ("B & C Special Services") on
February 20, 1998, the Company issued an aggregate of 488,136 shares of Common
Stock to the four stockholders of B & C Special Services in exchange for their
shares of common stock of B & C Special Services. The Company relied upon
Section 4(2) of the Act for the issuance of the Common Stock to the former
security holders of B & C Special Services. The Company used no general
solicitation or advertising in connection with such issuance, there were a
limited number of persons to whom such securities were offered and issued, and
the Company had reason to believe that each person to whom such securities
were offered or issued did not intend to engage in the distribution thereof
and had sufficient financial resources and knowledge and experience in
financial and business matters to satisfy the requirements of such exemption.

Acquisition of Baylor. In connection with the acquisition of the capital
stock of Baylor on July 23, 1998, the Company issued 540,443 shares of Common
Stock to Begemann, Inc., an accredited investor. The Company relied on Section
4(2) of the Act for the issuance of the Common Stock to Begemann, Inc. The
Company used no general solicitation or advertising in connection with such
issuance, the securities were issued to a single purchaser, and the Company
had reason to believe that Begemann, Inc., did not intend to engage in the
distribution thereof.

Acquisition of Haz-Tech. In connection with the acquisition of the capital
stock of Haz-Tech on November 10, 1998, the Company issued 269,150 shares of
Common Stock to the two shareholders of Haz-Tech, each an accredited investor.
The Company relied on Section 4(2) of the Act for the issuance of the Common
Stock to the former shareholders of Haz-Tech. The Company used no general
solicitation or advertising in connection with such issuance, the securities
were issued to only two purchasers, and the Company had reason to believe that
such purchasers did not intend to engage in the distribution thereof.

ISSUANCES IN CAPITAL RAISING TRANSACTIONS

12% Senior Subordinated Notes. In September 1997, the Company offered the
holders of IWC Services' 12% Senior Subordinated Notes due December 31, 2000
("Subordinated Notes"), the opportunity for a thirty day period to convert
such notes into shares of Common Stock at an effective price of $0.75 per
share contingent upon the extinguishment of the warrants associated with such
notes. Of the $3,000,000 of Subordinated Notes issued, $2,900,000 was
converted into 3,866,653 shares of Common Stock of the Company. The holders of
the remaining $100,000 Subordinated Notes outstanding were issued warrants to
purchase an aggregate of 26,041 shares of Common Stock at an exercise price of
$3.84 per share in connection with the acquisition of IWC Services by the
Company.

The Company relied upon Section 4(2) of the Act for the issuance of the
Common Stock to the holders of the Subordinated Notes and the issuance of the
warrants to the remaining Subordinated Note holders. The Company used no
general solicitation or advertising in connection with such issuance, there
were a limited number of persons to whom such securities were offered and
issued, and the Company had reason to believe that each person to whom such
securities were offered or issued did not intend to engage in the distribution
thereof and had sufficient financial resources and knowledge and experience in
financial and business matters to satisfy the requirements of such exemption.

II-2
<PAGE>

September 1997 Private Placement. In September 1997, the Company issued
7,475,000 shares of Common Stock, at a price of $1.00 per share, in a private
placement to accredited investors pursuant to Rule 506 of Regulation D under
the Act. In connection with such sale each purchaser completed documentation
from which the Company was able to determine that such exemption was
available.

In connection with such sale, the Company paid $747,500 in offering
commissions to the placement agents, as well as a nonaccountable expense
allowance of $224,000 and reimbursement of expenses of legal counsel for the
placement agents of $57,000. Additionally, the Company granted the placement
agents in such offering warrants to purchase an aggregate of 747,500 shares of
Common Stock of the Company at an exercise price of $1.20 per share. The
Company relied upon Section 4(2) of the Act for the issuance of the warrants
to the placement agents. In connection with the issuance of thereof, each
placement agent completed documentation from which the Company was able to
determine that such exemption was available.

Unit Offering. The Company has issued 196,000 Units, each Unit consisting of
one share of Redeemable Stock and one Warrant representing the right to
purchase five shares of Common Stock at $5.00 per share. The Units were sold
in a private placement to accredited investors pursuant to Rule 506 of
Regulation D under the Act. In connection with the issuance of thereof, each
purchaser completed documentation from which the Company was able to determine
that such exemption was available.

In connection with the sale of the Units, the Company paid $222,000 in
offering commissions to the placement agent and reimbursed the expenses of
legal counsel for the placement agents in the amount of $33,000.

Senior Notes and Additional Senior Notes. On January 2, 1998, the Company
issued 10% senior secured promissory notes due May 1, 1998 ("Senior Notes") in
the aggregate principal amount of $5,000,000 to two purchasers. In March 1998,
the Company issued additional 10% senior secured promissory notes due June 15,
1998 ("Additional Senior Notes") in the aggregate principal amount of
$2,250,000 to the same two purchasers. The Company also issued warrants to the
purchasers of the Senior Notes and Additional Senior Notes representing the
right to purchase 2,500,000 shares, in the aggregate, of Common Stock.

The Company relied upon Section 4(2) of the Act for the issuance of the
Senior Notes and Additional Senior Notes. The Company used no general
solicitation or advertising in connection with such issuance, there were a
limited number of persons to whom such securities were offered and issued, and
the Company had reason to believe that each person to whom such securities
were offered or issued did not intend to engage in the distribution thereof
and had sufficient financial resources and knowledge and experience in
financial and business matters to satisfy the requirements of such exemption.

Prudential Senior Notes and Prudential Subordinated Notes. On July 6, 1998,
the Company issued $5,000,000 of Senior Secured Bridge Notes (the "Bridge
Notes") to Prudential Securities Credit Corporation ("Prudential Credit"),
which notes where subsequently repaid on July 23, 1998, in connection with the
issuance to The Prudential Insurance Company of America ("Prudential") of
$15,000,000 of Senior Secured Notes due January 23, 1999 (the "Prudential
Senior Notes") and $30,000,000 of 11.28% Senior Subordinated Notes due July
23, 2006 (the "Prudential Subordinated Notes"). On October 28, 1998, the
Prudential Senior Notes were repaid using a portion of the proceeds from a
revolving credit facility with Comerica Bank-Texas.

In connection with the purchase of the Prudential Subordinated Notes, the
Company issued a warrant to Prudential representing the right to purchase
3,165,396 shares of Common Stock of the Company at an exercise price of $6.70
per share (the "Prudential Warrant"), subject to anti-dilution protection and
adjustments under certain circumstances. The Prudential Warrant is not
exercisable until after July 23, 2000 and terminates on the later of July 23,
2008, or six months after the date the Prudential Subordinated Notes are fully
retired.

The Company relied on Section 4(2) of the Act for the issuance of the Bridge
Notes, Prudential Senior Notes, Prudential Subordinated Notes and the
Prudential Warrant. The Company used no general solicitation or advertising in
connection with each issuance, the securities were issued in separate
transactions to a single "institutional" investor, and the Company had reason
to believe that neither Prudential Credit nor Prudential intended to engage in
the distribution thereof.

II-3
<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.

<TABLE>
<CAPTION>
EXHIBIT
NO. DOCUMENT
------- --------
<C> <S>
3.01 --Amended and Restated Certificate of Incorporation (1)
3.02 --Amendment to Certificate of Incorporation (1)
3.03 --Amended Bylaws (1)
4.01 --Specimen Certificate for the Registrant's Common Stock (1)
4.02 --Form of 12% Senior Subordinated Notes due December 31, 2000 (1)
4.03 --Form of Noteholders' Warrants to Purchase $3,000,000 of Common Stock
(1)
4.04 --Form of Employees Option to Purchase 690,000 Shares of Common Stock
(1)
4.05 --Form of Contractual Options to Purchase 1,265,000 Shares of Common
Stock (1)
4.06 --Certificate of Designation of 10% Junior Redeemable Convertible
Preferred Stock (3)
**5.01 --Opinion of Brown, Parker & Leahy, L.L.P.
9.01 --Voting Trust Agreement between Larry H. Ramming, Raymond Henry,
Richard Hatteberg, Danny Clayton and Brian Krause (as amended) (2)
10.01 --Alliance Agreement between IWC Services, Inc. and Halliburton Energy
Services, a division of Halliburton Company (1)
10.02 --Executive Employment Agreement of Larry H. Ramming (1)
10.03 --Executive Employment Agreement of Raymond Henry (1)
10.04 --Executive Employment Agreement of Brian Krause (1)
10.05 --Executive Employment Agreement of Richard Hatteberg (1)
10.06 --Executive Employment Agreement of Danny Clayton (1)
10.07 --Security Agreement and Financing Statement with Main Street/Geneva
(2)
10.08 --First Amendment to Security Agreement (assigned to Prudential) (2)
--Stock Pledge Agreement with Main Street/Geneva (assigned to
10.09 Prudential) (2)
--First Amendment to Stock Pledge Agreement (assigned to Prudential)
10.10 (2)
10.11 --Form of Warrant issued to Main Street/Geneva (2)
10.12 --Form of Registration Rights Agreement with Main Street/Geneva (2)
10.13 --Form of First Amendment to Registration Rights Agreement (2)
10.14 --1997 Incentive Stock Plan (2)
10.15 --Outside Directors' Option Plan (2)
10.16 --Executive Compensation Plan (2)
10.17 --Halliburton Center Sublease (2)
10.18 --Camac Plaza Sublease (2)
10.19 --Senior Loan Agreement dated July 6, 1998, between Boots & Coots
International Well Control, Inc., and Prudential Securities Credit
Corporation. (4)
10.20 --First Amendment to Senior Loan Agreement (Bridge Facility) dated
July 23, 1998, between Boots & Coots International Well Control,
Inc., and The Prudential Insurance Company of America. (4)
10.21 --Subordinated Note and Warrant Purchase Agreement dated July 23,
1998, between Boots & Coots International Well Control, Inc., and The
Prudential Insurance Company of America. (4)
10.22 --Registration Rights Agreement dated July 23, 1998, between Boots &
Coots International Well Control, Inc., and The Prudential Insurance
Company of America. (4)
10.23 --Participation Rights Agreement dated July 23, 1998, by and among
Boots & Coots International Well Control, Inc., The Prudential
Insurance Company of America and certain stockholders of Boots &
Coots International Well Control, Inc. (4)
10.24 --Common Stock Purchase Warrant dated July 23, 1998. (4)
10.25 --Loan Agreement dated October 28, 1998, between Boots & Coots
International Well Control, Inc. and Comerica Bank-Texas. (5)
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO. DOCUMENT
------- --------
<C> <S>
10.26 --Security Agreement dated October 28, 1998, between Boots & Coots
International Well Control, Inc. and Comerica Bank-Texas. (5)
10.27 --Amendment No.1 to Subordinated Note and Warrant Purchase Agreement
between Boots & Coots International Well Control, Inc., and The
Prudential Insurance Company of America. (5)
11.01 --Computation of Per Share Earnings (2)
21.01 --List of subsidiaries (3)
*23.01 --Consent of Hein + Associates LLP
*23.02 --Consent of Arthur Andersen LLP
*23.03 --Consent of KPMG Peat Marwick LLP
23.04 --Consent of Brown, Parker & Leahy, L.L.P. (included in Exhibit 5.01)
24.01 --Power of Attorney (included on Signature Page)
</TABLE>
- --------
* Filed herewith.
** To be filed by amendment.
(1) Incorporated herein by reference to the corresponding exhibit in the
Registrant's Form 8-K filed with the Commission on August 13, 1997.
(2) Incorporated herein by reference to the corresponding exhibit in the
Registrant's Report on Form 10-KSB for the six-month transition period
ended December 31, 1997 filed with the Commission on March 31, 1998.
(3) Incorporated herein by reference to the corresponding exhibit in the
Registrant's Report on Form 10-QSB for the quarter ended March 31, 1998,
filed with the Commission on May 19, 1998.

(4) Incorporated herein by reference to the corresponding exhibit in the
Registrant's Form 8-K filed with the Commission on August 7, 1998.

(5) Incorporated herein by reference to the corresponding exhibit in the
Registrant's Form 10-Q filed with the Commission on November 16, 1998.

II-5
<PAGE>

ITEM 17. UNDERTAKINGS

(a) INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

(b) UNDERTAKINGS REQUIRED BY REGULATION S-K, ITEM 512:

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.

2. To treat each post-effective amendment as a new registration statement
of the securities offered, and the offering of the securities at that time
to be the initial bona fide offering.

3. To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

4. For purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

5. To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
securityholders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference in
the prospectus, to provide such interim financial information.

II-6
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Houston, Texas, on December 11, 1998.

Boots & Coots International Well
Control, Inc.

By: /s/ Larry H. Ramming
CHIEF EXECUTIVE OFFICER

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry H. Ramming and Thomas L. Easley, jointly
and severally, his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<S> <C>
</TABLE>
SIGNATURE TITLE DATE

By: /s/ Larry H. Ramming Chief Executive
-------------------------------- Officer and December 11, 1998
Larry H. Ramming Director

By: /s/ Thomas L. Easley Chief Financial
-------------------------------- Officer and December 11, 1998
Thomas L. Easley Director

By: /s/ David G. Williams Controller
-------------------------------- December 11, 1998
David G. Williams

By: /s/ Brian Krause
-------------------------------- President of IWC December 11, 1998
Brian Krause Services, Inc., and
Director

By: /s/ Kirk Krist Director
-------------------------------- December 11, 1998
Kirk Krist

By: /s/ Doug Johnson Director
-------------------------------- December 11, 1998
Doug Johnson

By: /s/ Jerry Winchester
-------------------------------- President of Boots & December 11, 1998
Jerry Winchester Coots Group and
Director

II-7

<PAGE>

EXHIBIT 23.01

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts."

Hein + Associates LLP
Houston, Texas

December 14, 1998

<PAGE>

EXHIBIT 23.02

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report on the statement of assets to be acquired and liabilities to be assumed
of the Logistics and Supply Division of ITS Investments, Inc., as of March 31,
1997 and the related statements of revenues and operating expenses for each of
the two years in the period ended March 31, 1997 (and to all references to our
Firm) included in this registration statement.

Arthur Andersen LLP

Houston, Texas

December 11, 1998

<PAGE>

EXHIBIT 23.03

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the use of our report on the financial statements of Elmagco
as of December 31, 1997 and for the two-year period then ended incorporated by
reference herein and to reference to our firm under the caption "Experts".

KPMG PEAT MARWICK LLP

Houston, Texas

December 11, 1998