[DESCRIPTION] 8-K DATED 4-24-96
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported)
April 24, 1996
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-18312 76-0252850
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2835 Holmes Road, Houston, Texas 77051
(Address of principal executive offices) (Zip Code)
(713) 799-5100
(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Total Number of Pages: 6
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Exhibit Index Located at Page 5
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 24, 1996, pursuant to that certain Agreement and Plan of Merger
dated as of January 3, 1996 by and among Tuboscope Vetco International
Corporation, a Delaware corporation (the "Company"), Grow Acquisition Limited, a
Bermuda corporation and wholly owned subsidiary of the Company ("Grow"), and
D.O.S. Ltd., a Bermuda corporation ("DOS"), Grow was merged with and into DOS
(the "Merger"). Upon consummation of the Merger, each ordinary share of DOS
outstanding immediately prior to the consummation of the Merger was converted
into (i) the right to immediately receive .4372 share of Company Common Stock
and (ii) the right to receive .0273 share of Company Common Stock which will be
placed in escrow. The Company has the right, until the 15th business day after
the delivery of the DOS audited financial statements for the fiscal year ended
March 31, 1996, to make claims against the shares held in escrow.
ITEM 5. OTHER EVENTS.
In connection with the Merger, on April 24, 1996 the Company sold to SCF-
III, L.P., a Delaware limited partnership ("SCF"), 4,200,000 shares Company
Common Stock and warrants to purchase 2,533,000 shares of Company Common Stock
at an exercise price of $10 per share expiring on December 31, 1996, for an
aggregate purchase price of $31,000,000 pursuant to that certain Subscription
Agreement dated as of January 3, 1996 between the Company and SCF.
Also in connection with the Merger, on April 24, 1996 Baker Hughes
Incorporated ("Baker Hughes") exchanged all of its 100,000 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of the Company for
1,500,000 shares of Company Common Stock and warrants to purchase 1,250,000
shares of Tuboscope Common Stock at an exercise price of $10 per share expiring
on December 31, 1996, pursuant to that certain Exchange Agreement dated as of
January 3, 1996 between the Company and Baker Hughes.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of D.O.S. Ltd. (Business Acquired).
The financial statements of DOS are incorporated by reference to the
DOS financial statements included in the Company's Registration Statement
on Form S-4 filed on March 22, 1996 (File No. 333-01869).
(b) Pro Forma Financial Information.
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Incorporated by reference to the section entitled "Unaudited Pro
Forma Condensed Combined Financial Statements" in the Company's
Registration Statement on Form S-4 filed on March 22, 1996 (File No. 333-
01869).
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of January 3, 1996, by and
among Tuboscope Vetco International Corporation, Grow Acquisition
Limited and D.O.S. Ltd. (incorporated by reference from the
Company's Current Report on Form 8-K filed on January 16, 1996).
10.1 Subscription Agreement dated as of January 3, 1996, by and between
Tuboscope Vetco International Corporation and SCF-III, L.P.
(incorporated by reference from the Company's Current Report on Form
8-K filed on January 16, 1996).
10.2 Exchange Agreement dated as of January 3, 1996, by and between
Tuboscope Vetco International Corporation and Baker Hughes
Incorporated (incorporated by reference from the Company's Annual
Report on Form
10-K for the fiscal year ended December 31, 1995).
23.1 Consent of KPMG Peat Marwick LLP.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
Date: May 3, 1996 By: /s/ JOSEPH C. WINKLER
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Joseph C. Winkler
Executive Vice President, Chief Financial Officer and
Treasurer
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EXHIBIT INDEX TO FORM 8-K
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Exhibit Description Sequentially
No. Numbered Page
<C> <S> <C>
2.1 Agreement and Plan of Merger dated as of January 3, --
1996, by and among Tuboscope Vetco International
Corporation, Grow Acquisition Limited and D.O.S.
Ltd. (incorporated by reference from the Company's
Current Report on Form 8-K filed on January 16,
1996).
10.1 Subscription Agreement dated as of January 3, 1996, --
by and between Tuboscope Vetco International
Corporation and SCF-III, L.P. (incorporated by
reference from the Company's Current Report on
Form 8-K filed on January 16, 1996).
10.2 Exchange Agreement dated as of January 3, 1996, by --
and between Tuboscope Vetco International
Corporation and Baker Hughes Incorporated
(incorporated by reference from the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995).
23.1 Consent of KPMG Peat Marwick LLP. 6
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[DESCRIPTION] KPMG CONSENT
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Exhibit 23.1
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AUDITORS' CONSENT
The Board of Directors
D.O.S. Ltd.:
We consent to the incorporation by reference in this Form 8-K of Tuboscope Vetco
International Corporation of our report dated June 16, 1996 with respect to the
consolidated balance sheets of D.O.S. Ltd and subsidiaries as of March 31, 1995
and 1994 and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the years in the three year period ended March
31, 1995, which report appears in the Form S-4 of Tuboscope Vetco International
Corporation dated March 21, 1996. Our report refers to a change in accounting
for income taxes to comply with the Financial Accounting Standards Board's
Statement No. 109 "Accounting for Income Taxes" in 1994.
KPMG Peat Marwick LLP
Forth Worth, Texas
May 2, 1996
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