<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
(Name of the Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
898 600 101
(CUSIP Number)
L.E. Simmons
6600 Texas Commerce Tower
Houston, Texas 77002
(713) 227-7888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 3, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box / /
---
Check the following box if a fee is being paid with this statement /X/
---
Page 1 of 13 Pages
Exhibit Index on Page 12
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- ---------------------- ------------------
CUSIP No. 898 600 101 13D Page 2 of 13 Pages
- ---------------------- ------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCF-III, L.P.
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [x]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
- --------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
5 REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 6,733,000
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
None
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 6,733,000
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 6,733,000
- --------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.6%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
PN
- --------------------------------------------------------------------------------
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CUSIP No. 898 600 101 13D Page 3 of 13 Pages
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- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCF-II, L.P.
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [x]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
- --------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
5 REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 6,733,000
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
None
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 6,733,000
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 6,733,000
- --------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.6%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
PN
- --------------------------------------------------------------------------------
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CUSIP No. 898 600 101 13D Page 4 of 13 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L.E. Simmons & Associates, Incorporated
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [x]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
- --------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
5 REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 6,733,000
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 6,733,000
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 6,733,000
- --------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.6%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IA
- --------------------------------------------------------------------------------
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CUSIP No. 898 600 101 13D Page 5 of 13 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L.E. Simmons
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [x]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
- --------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [x]
5 REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 6,733,000
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
None
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 6,733,000
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 6,733,000
- --------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.6%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- --------------------------------------------------------------------------------
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CUSIP No. 898 600 101 13D Page 6 of 13 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.O.S. Ltd.
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [x]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not Applicable - reporting person acquired beneficial ownership
contractually through a voting agreement
- --------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
5 REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Bermuda
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF None
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,991,111
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING None
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 2,991,111
- --------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
16.1%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- --------------------------------------------------------------------------------
<PAGE>
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CUSIP No. 898 600 101 13D Page 7 of 13 Pages
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Item 1. Security and the Issuer.
-----------------------
This Statement relates to the Common Stock, par value $.01 per share (the
"Common Stock"), of Tuboscope Vetco International Corporation, a Delaware
corporation (the "Issuer"). The address of the principal executive offices of
the Issuer is 2835 Holmes Road, Houston, TX 77051.
Item 2. Identity and Background.
-----------------------
This Statement is filed jointly by SCF-III, L.P. ("SCF-III"), SCF-II, L.P.
("SCF-II"), L.E. Simmons & Associates, Incorporated ("L.E. Simmons &
Associates"), L.E. Simmons and D.O.S. Ltd.
SCF-III is a limited partnership organized under the laws of the State of
Delaware. SCF-III's principal business is to invest in the capital stock and
other securities of entities engaged in the oil field service and equipment
industry (including new corporations or other entities formed to purchase the
assets of existing businesses). The limited partners of this limited
partnership are U.S. and foreign institutional investors, including certain tax
exempt entities. The address of the principal business and principal office of
SCF-III is 6600 Texas Commerce Tower, Houston, TX 77002.
SCF-II is a limited partnership organized under the laws of the State of
Delaware and is the sole general partner of SCF-III. SCF-II's principal
business is to serve as the general partner of investment limited partnerships.
As general partner of such limited partnerships (including SCF-III), SCF-II
identifies potential investment opportunities, assists such limited partnerships
in acquiring investments, monitors and then periodically reports on the
investments, identifies and seeks to implement strategies to enhance or protect
the value of the investments, and assists in the liquidation, sale or exchange
of the investments when such is deemed appropriate. SCF-II has the same
business address and principal office as SCF-III.
L.E. Simmons & Associates is a corporation formed under the laws of the
State of Delaware, is the sole general partner of SCF-II and has the same
business address and principal office as SCF-III. The principal business of
L.E. Simmons & Associates is investments and providing investment advisory
services. The sole director of L.E. Simmons & Associates is L.E. Simmons, who
is also its President and sole stockholder. Mr. Simmons is a citizen of the
United States and his business address is the same as SCF-III. Mr. Simmons'
principal business is financial consulting.
D.O.S., Ltd. is a corporation organized under the laws of Bermuda. DOS
Ltd.'s principal business is to provide oilfield related products and services
to the oil and gas industries. DOS Ltd. has its business address and principal
office at 2800 N. Frazier, P.O. Box 2327, Conroe, Texas, 77305.
The name, business address, citizenship, present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which each such employment is conducted, of each executive
officer and director of D.O.S. Ltd. are set forth on Schedule A hereto.
During the past five years, none of the foregoing parties or the persons
listed on Schedule A has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). None of the foregoing parties or
the persons listed on Schedule A is, and during the last five years none of such
parties or the persons listed on Schedule A has been, party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violations with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
SCF-III has entered into a Subscription Agreement dated as of January 3,
1996 with the Issuer (the "Subscription Agreement") pursuant to which, subject
to the satisfaction of certain conditions including but not limited to the
satisfaction of the conditions to the Merger (as defined herein), it shall
acquire 4,200,000 shares of Common Stock and warrants to purchase 2,533,000
shares of Common Stock of the Issuer (the "Securities") for aggregate
consideration of $31,000,000. The warrants will have an exercise price of $10.00
per share and expire on December 31, 2000. SCF-III will obtain such
consideration from its limited partners in the form of capital contributions. A
copy of the Subscription Agreement is attached hereto as Exhibit 2 and is
incorporated herein by reference in its entirety.
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CUSIP No. 898 600 101 13D Page 8 of 13 Pages
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D.O.S. Ltd. has acquired beneficial ownership of 2,991,111 shares of Common
Stock contractually by entering into a voting agreement with certain
stockholders of the Issuer, as more fully discussed in Items 4 and 6 below.
Item 4. Purpose of Transaction.
----------------------
The Issuer has entered into an Agreement and Plan of Merger (the "Merger
Agreement") dated as of January 3, 1996 among the Issuer, Grow Acquisition
Limited (a wholly-owned subsidiary of the Issuer ("Sub")) and D.O.S. Ltd.,
pursuant to which Sub will be merged into D.O.S. Ltd. (the "Merger") and then
D.O.S. Ltd. will be liquidated. The acquisition by SCF-III of the Securities
will be made for investment purposes in conjunction with the Merger. D.O.S.
Partners, L.P. a limited partnership of which the general partner is SCF-II owns
11,553,106 shares of common stock of D.O.S. Ltd., or approximately 32% of the
outstanding shares of D.O.S. Ltd. common stock. A copy of the Merger Agreement
is attached as Exhibit 1 and is incorporated herein by reference in its
entirety. The Merger Agreement provides, among other things, that (i) each
outstanding share of D.O.S. Ltd. Common Stock will be converted into .4645
shares of Common Stock of the Issuer or approximately an aggregate of 16,700,000
shares of Common Stock of the Issuer, (ii) the directors of the Issuer
immediately after the Merger shall be Martin Reid, Eric Mattson, L.E. Simmons,
John Lauletta, J. S. Dickson Leach, Jerome R. Baier and an individual to be
mutually agreed to by Issuer and D.O.S. Ltd., (iii) and the officers of the
Issuer immediately after the Merger shall be L.E. Simmons, Chairman, John
Lauletta, President and Chief Executive Officer, Joseph Winkler, Chief Financial
Officer, and such other individuals with such positions as may be mutually
agreed to by Issuer and D.O.S. Ltd., and (iv) the number of authorized shares of
authorized Common Stock will be increased to 60,000,000.
On January 3, 1996, D.O.S. Ltd. entered into a Voting Agreement dated as of
January 3, 1996 (the "Voting Agreement") with Baker Hughes Incorporated ("Baker
Hughes") and Brentwood Associates IV, L.P. ("Brentwood"). Each of Baker Hughes
and Brentwood own Common Stock of the Issuer. As a result, D.O.S. Ltd. may be
deemed to be part of a group with Baker Hughes and Brentwood; however, D.O.S.
Ltd. hereby disclaims any such relationship. For additional information
regarding each of Baker Hughes and Brentwood, reference should be made to the
Schedules 13D and any amendments thereto, if any, filed by such parties. A copy
of the Voting Agreement is filed as Exhibit 2 hereto and is incorporated herein
by reference in its entirety. The Voting Agreement is more fully described in
Item 6 below.
SCF-III intends to review its investment in the Securities on a continuing
basis and, depending upon the price of, and other market conditions relating to,
the Securities, subsequent developments affecting the Issuer, the Issuer's
business and prospects, other investment and business opportunities available to
SCF-III, general stock market and economic conditions, tax considerations and
other factors deemed relevant, SCF-III may decide to increase or decrease the
size of its investment in the Issuer.
Except as described in the foregoing paragraphs of this Item 4, none of
SCF-III, SCF-II, L.E. Simmons & Associates, L.E. Simmons or D.O.S. Ltd. has any
present plans or proposals that relate to or that would result in or cause:
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
<PAGE>
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CUSIP No. 898 600 101 13D Page 9 of 13 Pages
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(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of
the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) a class of securities of the Issuer being delisted from a national
securities exchange or to cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Act
of 1933; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Based upon information provided by the Issuer, 18,546,075 shares of Common
Stock were issued and outstanding as of December 14, 1995. SCF-III may be
deemed to beneficially own 6,733,000 shares of Common Stock based on its right
to acquire 4,200,000 shares of Common Stock and warrants to purchase 2,533,000
shares of Common Stock pursuant to the Subscription Agreement. The Securities
beneficially owned by SCF-III may be deemed to be beneficially owned by the
other Reporting Persons. Such 6,733,000 shares beneficially owned would
constitute 26.6% of the outstanding Common Stock of the Issuer. D.O.S. Ltd. may
be deemed to beneficially own 2,991,111 shares of Common Stock based on
1,686,047 shares of Common Stock owned by Baker Hughes and 1,305,064 shares of
Common Stock owned by Brentwood. Beneficial ownership of such shares
constitutes 16.1% of the outstanding Common Stock of the Issuer.
SCF-II does not directly own any securities of the Issuer, but, because it
is the sole general partner of SCF-III, it may be deemed to beneficially own all
of the securities of the Issuer beneficially owned by SCF-III. As a result, it
may be deemed to own 6,733,000 shares of Common Stock, constituting 26.6% of the
Common Stock outstanding as of December 14, 1995. L.E. Simmons & Associates
does not directly own any securities of the Issuer, but, because it is the sole
general partner of SCF-II, it may be deemed to beneficially own all of the
securities of the Issuer beneficially owned by SCF-II. As a result, it may be
deemed to own 6,733,000 shares of common stock, constituting 26.6% of the Common
Stock outstanding as of December 14, 1995. L.E. Simmons does not directly own
any securities of the Issuer, but, because Mr. Simmons is the sole director and
sole shareholder of L.E. Simmons & Associates, he may be deemed to beneficially
own all of the securities of the Issuer owned by L.E. Simmons & Associates. As
a result, Mr. Simmons may be deemed to beneficially own 6,733,000 shares of
Common Stock, constituting 26.6% of the Common Stock outstanding as of December
14, 1995.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Pursuant to the Merger Agreement, SCF-III will enter into a Registration
Rights Agreement among the Issuer, SCF-III, D.O.S. Partners, L.P., Panmell
(Holdings) Ltd., and Zink Industries Limited pursuant to which SCF-III will be
granted rights, subject to certain restrictions, to demand registration of its
shares of Common Stock by and at the expense of the Issuer on one occasion and
will also be entitled to "piggy back" registration rights, subject to certain
restrictions, in offerings initiated by the Issuer. The form of Registration
<PAGE>
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CUSIP No. 898 600 101 13D Page 10 of 13 Pages
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Rights Agreement is attached as Exhibit B to the Merger Agreement which is
attached hereto as Exhibit 1 and is incorporated herein by reference in its
entirety.
Pursuant to the Voting Agreement, Baker Hughes and Brentwood have agreed to
vote their respective holdings of shares of the Common Stock in favor of the
Merger and certain related transactions contemplated thereby.
In connection with SCF-III's entering into the Subscription Agreement,
D.O.S. Ltd. agreed to pay SCF-III a fee of $1.9 million upon the consummation of
the Merger and the transactions contemplated by the Subscription Agreement.
D.O.S. Ltd. has also retained L.E. Simmons & Associates as one of its financial
advisors in connection with the Merger. If the Merger is consummated, L.E.
Simmons & Associates will receive a fee of $2.0 million. Any such fees received
by L.E. Simmons & Associates will be credited against management fees owed by
the limited partners of SCF-III to SCF-II, the general partner of SCF-III.
Item 7. Material to be Filed as Exhibits
--------------------------------
1. Agreement and Plan of Merger dated as of January 3, 1996 among
Tuboscope Vetco International Corporation, Grow Acquisition Limited and D.O.S.
Ltd. (incorporated herein by reference to Exhibit 2.1 to the Current Report on
Form 8-K filed by Tuboscope Vetco International Corporation on January 16,
1996).
2. Subscription Agreement dated as of January 3, 1996 between Tuboscope
Vetco International Corporation and SCF-III, L.P. (incorporated herein by
reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Tuboscope
Vetco International Corporation on January 16, 1996).
3. Voting Agreement dated as of January 3, 1996 among Baker Hughes
Incorporated, Brentwood Associates IV, L.P. and D.O.S. Ltd. (incorporated herein
by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by
Tuboscope Vetco International Corporation on January 16, 1996).
*4. Joint Filing Agreement among SCF-III, L.P., SCF-II, L.P., L.E. Simmons
& Associates, Incorporated and L.E. Simmons.
- ----------------
* Filed herewith
<PAGE>
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CUSIP No. 898 600 101 13D Page 11 of 13 Pages
- ---------------------- -------------------
Signatures.
- ----------
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: January 16, 1996
SCF-III, L.P.
By: SCF-II, L.P.
By: L.E. Simmons & Associates, Incorporated
By: /s/ L.E. Simmons
---------------------------------------
L.E. Simmons, President
SCF-II, L.P.
By: L.E. Simmons & Associates, Incorporated
By: /s/ L.E. Simmons
----------------------------------------
L.E. Simmons, President
L.E. SIMMONS & ASSOCIATES, INCORPORATED
By: /s/ L.E. Simmons
----------------------------------------
L.E. Simmons, President
/s/ L.E. Simmons
----------------------------------------
L.E. SIMMONS
D.O.S. LTD.
By: /s/ L.E. Simmons
---------------------------------------
L.E. Simmons, Chairman of the Board
<PAGE>
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CUSIP No. 898 600 101 13D Page 12 of 13 Pages
- ---------------------- -------------------
SCHEDULE A
----------
Executive Officers and Directors
of
D.O.S. Ltd.
The names of the Directors and the names and titles of the Executive
Officers of D.O.S. Ltd. and their business addresses and principal occupations
are set forth below. If no address is given, the Director's or Executive
Officer's business address is that of D.O.S. Ltd. at 2800 N. Frazier, Conroe,
Texas 77305. Unless otherwise indicated, each individual is a United States
citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
Edith G. Conyers Corporate Manager
Bermuda Commercial Bank Building International Company Management of Bermuda
Church Street
Hamilton, Bermuda
British Citizen
Vincent D. Leone, Sr. Officer of subsidiary of D.O.S. Ltd.
Sharonlee E. Evans Corporate Manager
Bermuda Commercial Bank Building International Company Management of Bermuda
Church Street
Hamilton, Bermuda
British Citizen
Y. L. Loh Officer of subsidiary of D.O.S. Ltd.
9, Lorong Tukang Dua
Singapore 2261
Citizen of the Republic of China
J. S. Dickson-Leach Investor
St. George's Building, 24th Floor
Ice House Street
Hong Kong
British Citizen
L.E. Simmons Financial Consultant
6600 Texas Commerce Tower
Houston, Texas 77002
John Lauletta President and Chief Executive Officer
D.O.S. Ltd.
Joseph Winkler Chief Financial Officer
D.O.S. Ltd.
<PAGE>
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CUSIP No. 898 600 101 13D Page 13 of 13 Pages
- ---------------------- -------------------
EXHIBIT INDEX
Exhibit
- -------
1. Agreement and Plan of Merger dated as of January 3, 1996 among
Tuboscope Vetco International Corporation, Grow Acquisition
Limited and D.O.S. Ltd. (incorporated herein by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by Tuboscope
Vetco International Corporation on January 16, 1996).
2. Subscription Agreement dated as of January 3, 1996 between
Tuboscope Vetco International Corporation and SCF-III, L.P.
(incorporated herein by reference to Exhibit 99.1 to the Current
Report on Form 8-K filed by Tuboscope Vetco International
Corporation on January 16, 1996).
3. Voting Agreement dated as of January 3, 1996 among Baker Hughes
Incorporated, Brentwood Associates IV, L.P. and D.O.S. Ltd.
(incorporated herein by reference to Exhibit 99.3 to the Current
Report on Form 8-K filed by Tuboscope Vetco International
Corporation on January 16, 1996).
*4. *Joint Filing Agreement among SCF-III, L.P., SCF-II, L.P., L.E.
Simmons & Associates, Incorporated and L.E. Simmons.
- --------------
* Filed herewith
<PAGE>
- ----------------------
CUSIP No. 898 600 101 13D
- ----------------------
Exhibit 4
JOINT FILING AGREEMENT
The undersigned each agree that (i) that certain statement on Schedule 13D
relating to the Common Stock, par value $.01 per share, of Tuboscope Vetco
International Corporation is filed on behalf on each of them, (ii) such
Statement on Schedule 13D is adopted and filed on behalf of each of them, (iii)
all future amendments to such Statement on Schedule 13D will, unless written
notice to the contrary is delivered as described below, be jointly filed on
behalf of each of them, and (iv) the provisions of Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934 apply to each of them. This agreement may be
terminated with respect to the obligation to jointly file future amendments to
such Statement on Schedule 13D as to any of the undersigned upon such person
giving written notice thereof to each of the other persons signatory hereto, at
the principal office thereof.
EXECUTED as of January 16, 1996.
SCF-III, L.P.
By: SCF-II, L.P.
By: L.E. Simmons & Associates, Incorporated
By: /s/ L.E. Simmons
----------------------------------
L.E. Simmons, President
SCF-II, L.P.
By: L.E. Simmons & Associates, Incorporated
By: /s/ L.E. Simmons
------------------------------
L.E. Simmons, President
L.E. SIMMONS & ASSOCIATES, INCORPORATED
By: /s/ L.E. Simmons
-------------------------------------
L.E. Simmons, President
/s/ L.E. Simmons
-------------------------------------
L.E. SIMMONS
D.O.S. LTD.
By: /s/ L.E. Simmons
--------------------------------------
L.E. Simmons, Chairman
