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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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Tuboscope Vetco International Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
898594 10 6
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 7 pages
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<S> <C> <C> <C>
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CUSIP No. 898594 10 6 13G PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brentwood Associates IV, L.P.
IRS #95-3827585
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES Not Applicable
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,305,064
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,305,064
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PERSON 8 SHARED DISPOSITIVE POWER
WITH Not Applicable
</TABLE>
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<TABLE>
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,305,064 shares of Common Stock
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 7.0% of shares of Common Stock outstanding
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12 TYPE OF REPORTING PERSON*
PN
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</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 7 pages
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ITEM 1.
(a) Name of Issuer
Tuboscope Vetco International Corporation ("Tuboscope")
(b) Address of Issuer's Principal Executive Offices
2835 Holmes Road
Houston, Texas 77051
ITEM 2.
(a) Name of Person Filing
Brentwood Associates IV, L.P. ("Brentwood IV")
(b) Address of Principal Business Office or, if none, Residence
11150 Santa Monica Boulevard
Los Angeles, California 90025
(c) Citizenship
Delaware
(d) Title of Class of Securities
Common Stock, par value $.01 per share
(e) CUSIP Number
898594 10 6
Page 3 of 7 pages
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR 13D-2(b),
CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to provisions
of the Employee Retirement Income Security Act or Endowment Fund;
see (S)240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with (S)240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)
Page 4 of 7 pages
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ITEM 4. OWNERSHIP
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule 13d-1(b)(2),
if applicable, exceeds five percent, provide the following information as of
that date and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned
1,305,064 shares of Common Stock
(b) Percent of Class
Approximately 7.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Not Applicable
(ii) shared power to vote or to direct the vote
1,305,064 shares of Common Stock*
(iii) sole power to dispose or to direct the disposition of
1,305,064 shares of Common Stock
(iv) shared power to dispose or to direct the disposition of
Not Applicable
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1)
*On January 4, 1996, Brentwood IV entered into a Voting Agreement dated as of
January 3, 1996 (the "Voting Agreement") with D.O.S. Ltd., a Bermuda corporation
("DOS"), and Baker Hughes Incorporated, a Delaware corporation ("Baker Hughes"),
pursuant to which Brentwood IV and Baker Hughes agreed to vote their respective
shares of Tuboscope Common Stock in favor of (a) the merger (the "Merger") of
DOS with a subsidiary of Tuboscope pursuant to an Agreement and Plan of Merger
dated as of January 3, 1996 (the "Merger Agreement"), among Tuboscope, Grow
Acquisition Limited and DOS as well as (b) certain related transactions
contemplated thereby, including (i) the issuance of 4.2 million shares of
Tuboscope Common Stock and warrants to purchase up to 2.553 million shares of
Tuboscope Common Stock to SCF-III, L.P. for $31 million in cash and (ii) certain
amendments to Tuboscope's Certificate of Incorporation. Pursuant to the Voting
Agreement, Brentwood IV has given its irrevocable proxy to designees of DOS to
vote all of its shares of Tuboscope Common Stock in accordance with the terms
and conditions of the Voting Agreement. With respect to Brentwood IV, the
Voting Agreement terminates on the earlier of (a) termination of the Merger
Agreement, (b) the consummation of the Merger or (c) the later of (i) May 15,
1996 or (ii) the first date that Brentwood IV distributes all or substantially
all of its shares of Tuboscope Common Stock that it owns to its partners.
Page 5 of 7 pages
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Not Applicable
Instruction: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
The four general partners of Brentwood Associates III ("Brentwood III") are
general partners of Brentwood Venture Partners, L.P., a Delaware limited
partnership ("Brentwood Venture") and the general partner of both Brentwood IV
and Evergreen. Brentwood Capital Corporation ("Brentwood Capital") is a
wholly owned subsidiary of Brentwood Associates II, a California limited
partnership ("Brentwood II"). The four general partners of Brentwood II are
also general partners of Brentwood III and Brentwood Venture. Additionally,
the officers of Brentwood Capital are general partners of Brentwood II,
Brentwood III and Brentwood Venture. These persons may be deemed to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, securities beneficially owned by Brentwood IV.
Brentwood III, Brentwood Capital and Evergreen disclaim any beneficial
ownership of securities held by Brentwood IV.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not Applicable
Page 6 of 7 pages
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ITEM 10. CERTIFICATION
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 13, 1996
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Date
BRENTWOOD ASSOCIATES IV, L.P.
By: Brentwood Venture Partner, L.P.
Its: General Partner
By : /s/ FREDERICK J. WARREN
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Title: General Partner
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Page 7 of 7 pages
