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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
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(Name of the Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
898 600 101
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(CUSIP Number)
Y.L. Loh
9, Lorong Tukang Dua
Singapore 2261
011-65-734-5022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 24, 1996
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(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 7 Pages
Exhibit Index on Page 7
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CUSIP No. 898 600 101 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Panmell (Holdings) Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
7 SOLE VOTING POWER
NUMBER
OF 3,487,862
SHARES ------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED None
BY ------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,487,862
------------------------
10 SHARED DISPOSITIVE POWER
None
------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,487,862
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 898 600 101 13D Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Y.L. Loh
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
7 SOLE VOTING POWER
NUMBER 3,487,862
OF ------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED ------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,487,862
WITH ------------------------
10 SHARED DISPOSITIVE POWER
None
------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,487,862
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 898 600 101 13D Page 4 of 7 Pages
ITEM 1. SECURITY AND 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, Texas 77051.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed jointly by Panmell (Holdings) Limited ("Panmell")
and Y.L. Loh.
Panmell is a corporation organized under the laws of Hong Kong. Panmell's
principal business is to serve as a holding company for certain investments of
the Loh family. Panmell's sole shareholder is Y.L. Loh. The address of the
principal business and principal offices of Panmell is 905 Silvercord, Tower 2,
30 Canton Road, Tsimshatsui, Kowloon, Hong Kong.
Mr. Y.L. Loh is a majority shareholder of Panmell and a director. As such,
Mr. Loh controls Panmell. Mr. Loh's principal occupation is the management of
his family's investments. Mr. Loh is a citizen of Singapore and his business
address is 9, Lorong Tukang Dua, Singapore 2261.
Ms. Lohsook Min is a director of Panmell and her principal occupation is
her service as a director of Panmell. Ms. Min's residence and business address
is 37 Jalan Hikayat, Singapore 27. Ms. Min is a citizen of Singapore.
Except as set forth above there are no other (i) directors of Panmell, (ii)
executive officers of Panmell, (iii) persons who control Panmell or (iv)
executive officers or directors of any corporation or other person that is
ultimately in control of Panmell.
During the past five years, none of the foregoing parties has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). None of the foregoing parties is, and during the last five years
none of such parties 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 law.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Panmell has acquired beneficial ownership of its shares of Common Stock
through the conversion of 7,508,853 shares of its Common Stock of D.O.S. Ltd.
into 3,487,862 shares of Common Stock pursuant to the merger of D.O.S. Ltd.,
Grow Acquisition Limited, a wholly-owned subsidiary of the Issuer ("Sub"), and
the Issuer (the "Merger"). The Merger was consummated on April 24, 1996
pursuant to an Agreement and Plan of Merger dated as of January 3, 1996 among
the Issuer, Sub and D.O.S. Ltd. The Merger Agreement provides, among other
things, that each outstanding share of D.O.S. Ltd. Common Stock converts into
.4645 shares of Common Stock of the Issuer or approximately an aggregate of
16,671,945 shares of Common Stock of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock of the Issuer owned by Panmell were acquired
pursuant to the Merger. Subject to stock market conditions, the price of the
Common Stock and other considerations, Panmell presently intends to sell, in
open market transactions or otherwise, shares of Common Stock of the Issuer that
it owns. Because Panmell is deemed an affiliate of D.O.S. Ltd., sales by
Panmell of its shares of Common Stock will be subject to Rule 145, as
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
and certain other restrictions under the Securities Act. The number of shares
of Common Stock to be sold by Panmell, and the time period during which
such shares will be sold or distributed, will depend on various factors,
including those enumerated above and other considerations which Panmell may deem
relevant. Panmell intends to review its investment in the Issuer on a
continuing basis and, depending upon the price of the Common Stock, subsequent
developments affecting the Issuer, the Issuer's business and prospects, general
stock market and economic conditions, tax considerations and other factors
deemed relevant, may decide to stop selling its Common Stock or increase the
number of shares of Common Stock to be sold.
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CUSIP No. 898 600 101 13D Page 5 of 7 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Based upon information set forth in the Issuer's Annual Report on Form 10-K
for 1995 (the "Form 10-K") and the Issuer's proxy statement dated March 25, 1996
(the "Proxy Statement") in connection with stockholder approval of the Merger
and certain other matters, each as filed with the Securities and Exchange
Commission, approximately 40,932,000 shares of the Issuer's Common Stock are
considered issued and outstanding as of April 24, 1996. Pursuant to the Form
10-K, 18,560,075 shares of Common Stock were issued and outstanding as of March
5, 1996. Pursuant to the Proxy Statement, approximately 16,671,945 shares of
Common Stock will be issued in exchange for all of the outstanding shares of
Common Stock of D.O.S. Ltd. pursuant to the terms of the Merger Agreement. In
addition, the Issuer issued an aggregate of 5,700,000 shares of Common Stock to
certain shareholders of D.O.S. Ltd. and the Issuer pursuant to transactions that
were consummated on April 24, 1996 in conjunction with the consummation of the
Merger.
The shares of Common Stock owned by Panmell may be deemed to be
beneficially owned by the other reporting persons set forth herein. Such
3,487,862 shares of Common Stock constitute approximately 8.5% of the total
issued and outstanding shares of Common Stock at April 24, 1996, taking into
account the shares issued in connection with the Merger and certain related
transactions. Of such shares, 204,991 shares are being held in escrow pending
distribution pursuant to the terms of the Merger Agreement.
Y.L. Loh does not directly own any securities of the Issuer, but, because
Mr. Loh is the majority shareholder and director of, and controls Panmell, he
may be deemed to own all of the securities of the Issuer owned by Panmell. As a
result, Mr. Loh may be deemed to beneficially own 3,487,862 shares of Common
Stock constituting approximately 8.5% of the total issued and outstanding shares
of Common Stock as of April 24, 1996, taking into account the shares issued in
connection with the Merger and certain related transactions.
ITEM 6. CONTRACTS, ARRANGEMENTS
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Pursuant to the Merger Agreement, Panmell entered into a Registration
Rights Agreement (the "Registration Rights Agreement"), among the Issuer, SCF
III, L.P., D.O.S. Partners, L.P., Actinium Holding Corporation ("Actinium") and
Kadoorie McAulay International Ltd. ("KMIL"). Panmell was granted certain
piggyback and demand registration rights, subject to certain terms and
conditions to register for resale the shares of Common Stock that Panmell
received in the Merger. After the first anniversary date of the Registration
Rights Agreement, the holder or holders of a majority of the Common Stock held
in the aggregate by KMIL, Actinium and Panmell have the right to demand a
registration under the Securities Act of 1933, as amended, of all or a part of
the shares of Common Stock held by such group. The form of Registration Rights
Agreement is incorporated herein by reference in Exhibit 1.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Registration Rights Agreement dated as of April 24, 1996 among
Tuboscope Vetco International Corporation, Panmell (Holdings) Limited, SCF III,
L.P., D.O.S. Partners L.P., Kadoorie McAulay International Ltd. and Actinium
Holding Corporation (incorporated herein by reference to Exhibit 1 to the
Schedule 13-D filed on January 18, 1996 by SCF-III, L.P., SCF-II, L.P., L.E.
Simmons & Associates Incorporated, L.E. Simmons and D.O.S. Ltd.)
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CUSIP No. 898 600 101 13D Page 6 of 7 Pages
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.
PANMELL (HOLDINGS) LIMITED
April 26, 1996 By: /s/ Y.L. Loh
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Date Name: Y.L. Loh
Title: Director
April 26, 1996 /s/ Y.L. Loh
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Date Y.L. Loh
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001)
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CUSIP No. 898 600 101 13D Page 7 of 7 Pages
EXHIBIT INDEX
Exhibit
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1. Registration Rights Agreement dated as of April 24, 1996 among
Tuboscope Vetco International Corporation, Panmell (Holdings)
Limited, SCF III, L.P., D.O.S. Partners L.P., Kadoorie McAulay
International Ltd. and Actinium Holding Corporation (incorporated
herein by reference to Exhibit 1 to the Schedule 13-D filed on
January 18, 1996 by SCF-III, L.P., SCF-II, L.P., L.E. Simmons &
Associates Incorporated, L.E. Simmons and D.O.S. Ltd.)
