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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
OR 15d-71 THEREUNDER
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
(Exact name of issuer as specified in charter)
2835 HOLMES ROAD, HOUSTON, TEXAS 77501
(Address of principal executive offices)
(713) 799-5100
(Issuer's telephone number, including area code)
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:
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1. Title of security: Common Stock
2. Number of shares outstanding before the change: 18,560,075
3. Number of shares outstanding after the change: 40,969,180
4. Effective date of change: April 24, 1996
5. Method of Change: Specify method (such as merger, acquisition,
exchange, distribution, stock split, reverse split,
acquisition of stock for treasury, etc.)
Merger, new issuance, exchange
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Give brief description of transaction: See Attachment 1.
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II. CHANGE IN NAME OF ISSUER
1. Name prior to change:
2. Name after change:
3. Effective date of charter amendment changing name:
4. Date of shareholder approval of change, if required:
Date: April 24, 1996 /s/ Martin I. Greenberg
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Martin I. Greenberg
Vice President, Controller, Assistant
Treasurer and Assistant Secretary
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ATTACHMENT 1 TO FORM 10C
Merger. D.O.S. Ltd. ("DOS") was merged with and into Grow Acquisition Limited,
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a wholly owned subsidiary of the Issuer (the "Merger"). Each ordinary share of
DOS outstanding immediately prior to the Merger was converted into the right to
receive .4645 shares of the Issuer's common stock.
New Issuance. In connection with the Merger, the Issuer sold 4,200,000 new
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shares of its common stock and warrants to purchase 2,533,000 shares of its
common stock to SCF-III, L.P. for an aggregate purchase price of $31,000,000.
Exchange. In connection with the Merger, the Issuer issued 1,500,000 shares of
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its common stock and warrants to purchase 1,250,000 shares of its common stock
to Baker Hughes Incorporated ("BHI") in exchange for all of the Issuer's 100,000
shares of Redeemable Series A Convertible Preferred Stock held by BHI.
