<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
SCHEDULE 13D
(Amendment No. 1)
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)
April 24, 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 [ ]
Page 1 of 15 Pages
Exhibit Index on Page 13
<PAGE>
CUSIP No. 898 600 101 13D Page 2 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCF-III, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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
Delaware
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF
SHARES 6,733,000
BENEFICIALLY ------------------------
OWNED 8 SHARED VOTING POWER
BY None
EACH ------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
6,733,000
------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,733,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 898 600 101 13D Page 3 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCF-II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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
Delaware
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF
SHARES 6,733,000
BENEFICIALLY ------------------------
OWNED 8 SHARED VOTING POWER
BY None
EACH ------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
6,733,000
------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,733,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 898 600 101 13D Page 4 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.O.S. Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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
Delaware
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF
SHARES 5,366,417
BENEFICIALLY -------------------------
OWNED 8 SHARED VOTING POWER
BY None
EACH -------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
5,366,417
-------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,366,417
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 898 600 101 13D Page 5 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCF Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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
Delaware
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF
SHARES 5,366,417
BENEFICIALLY -------------------------
OWNED 8 SHARED VOTING POWER
BY None
EACH -------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
5,366,417
-------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,366,417
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 898 600 101 13D Page 6 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L.E. Simmons & Associates, Incorporated
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF
SHARES 12,099,417
BENEFICIALLY ------------------------
OWNED 8 SHARED VOTING POWER
BY
EACH ------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 12,099,417
------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,099,417
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 898 600 101 13D Page 7 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L.E. Simmons
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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
Texas
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF
SHARES 12,099,417
BENEFICIALLY --------------------------
OWNED 8 SHARED VOTING POWER
BY None
EACH --------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
12,099,417
--------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,099,417
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 898 600 101 13D Page 8 of 15 Pages
ITEM 1. SECURITY AND THE ISSUER.
This Amendment No. 1 to Statement on Schedule 13D (the "Amendment") 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 Amendment is filed jointly by SCF-III, L.P. ("SCF-III"), SCF-II, L.P.
("SCF-II"), D.O.S. Partners, L.P. ("D.O.S. Partners"), SCF Partners, L.P. ("SCF
Partners"). L.E. Simmons & Associates, Incoporated ("L.E. Simmons & Associates")
and L.E. Simmons. This Amendment amends and restates the statement on Schedule
13D filed by SCF-III, SCF-II, L.E. Simmons & Associates, L.E. Simmons and D.O.S.
Ltd. This Amendment deletes D.O.S. Ltd. as a reporting person because D.O.S.
Ltd. was merged out of existence as a part of the merger described below. In
addition, this Amendment adds D.O.S. Partners and SCF Partners each of which is
affiliated with L.E. Simmons & Associates as more fully described below, to the
reporting persons because D.O.S. Partners became a stockholder of the Issuer
upon consummation of the merger.
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.
D.O.S. Partners is a limited partnership organized under the laws of the
state of Delaware. D.O.S. Partners' 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. D.O.S. Partners has the same business address and
principal office as SCF-III.
SCF Partners is a limited partnership organized under the laws of the State
of Delaware and is the sole general partner of D.O.S. Partners. SCF Partners'
principal business is to serve as the general partner of investment limited
partnerships. As general partner of such limited partnerships (including D.O.S.
Partners), SCF Partners 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 Partners 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 and is the sole general partner of SCF-II and SCF Partners 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 and principal office is
the same as SCF-III. Mr. Simmons' principal business is financial consulting.
<PAGE>
CUSIP No. 898 600 101 13D Page 9 of 15 Pages
The name, business address, citizenship, present principal occupation or
employment of each executive officer of L.E. Simmons & Associates are set forth
on Schedule A hereto. Except as set forth above there are no other (i) director
of L.E. Simmons & Associates, (ii) executive officers of L.E. Simmons &
Associates, (iii) persons who control L.E. Simmons & Associates or (iv)
executive officers or directors of any corporation or other person that is
ultimately in control of L.E. Simmons & Associates.
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 purchased 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 pursuant to a Subscription Agreement
dated as of January 3, 1996 with the Issuer (the "Subscription Agreement"). The
warrants have an exercise price of $10.00 per share and expire on December 31,
2000. SCF-III obtained 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.
D.O.S. Partners has acquired beneficial ownership of its shares of Common
Stock through the conversion of 11,553,106 shares of its Common Stock of D.O.S.
Ltd. into 5,366,417 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"). The Merger was
consummated on April 24, 1996 in accordance with the Merger Agreement and D.O.S.
Ltd. is being liquidated.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisition by SCF-III of the Securities was made for investment
purposes in conjunction with the Merger. D.O.S. Partners, a limited partnership,
of which the general partner is SCF Partners L.P. owned 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 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,
(ii) the directors of the Issuer immediately after the Merger are Martin Reid,
Eric Mattson, L.E. Simmons, John Lauletta, J.S. Dickson Leach, Jerome R. Baier
(with one vacancy to be filled at a later date), (iii) the officers of the
Issuer immediately after the Merger are L.E. Simmons, Chairman, John Lauletta,
President and Chief Executive Officer, Joseph Winkler, Chief Financial Officer,
and such other individuals with such positions as indicated in the Proxy
Statement, and (iv) the number of authorized shares of authorized Common Stock
was increased to 60,000,000.
SCF-III and D.O.S. Partners intend to review their respective investments
in the Common Stock and, in the case of SCF-III, warrants 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
and D.O.S. Partners, general stock market and economic conditions, tax
considerations and other factors deemed relevant, SCF-III or D.O.S. Partners may
decide to increase or decrease the size of its investment in the Issuer.
<PAGE>
CUSIP No. 898 600 101 13D Page 10 of 15 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 SCF-III
and a shareholder of the Issuer pursuant to transactions that were consummated
on April 24, 1996 in conjunction with the consummation of the Merger.
SCF-III may be deemed to beneficially own 6,733,000 shares of Common Stock
based on its direct ownership of 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 SCF-II, L.E. Simmons & Associates and L.E. Simmons. Such
6,733,000 shares beneficially owned would constitute 15.5% of the outstanding
Common Stock of the Issuer taking into account the shares issued in connection
with the Merger and certain related transactions.
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 15.5% of the
Common Stock outstanding as of April 24, 1996.
The shares of Common Stock owned by D.O.S. Partners may be deemed to be
beneficially owned by SCF Partners, L.E. Simmons & Associates and L.E. Simmons.
Such 5,366,417 shares of Common Stock constitute approximately 13.1% 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, 315,400 shares are being held in escrow pending
distribution pursuant to the terms of the Merger Agreement.
D.O.S. Partners beneficially owns 5,366,417 shares of Common Stock,
constituting 13.1% of the outstanding Common Stock of the Issuer based on its
ownership of such Common Stock. SCF Partners does not directly own any
securities of the Issuer, but because it is the sole general partner of D.O.S.
Partners, it may be deemed to beneficially own all of the securities of the
Issuer beneficially owned by D.O.S. Partners. As a result, it may be deemed to
own 5,366,417 shares of Common Stock constituting 13.1% of the Common Stock
outstanding at April 24, 1996.
L.E. Simmons & Associates does not directly own any securities of the
Issuer, but, because it is the sole general partner of SCF-II and SCF Partners,
it may be deemed to beneficially own all of the securities of the Issuer
beneficially owned by SCF-II and SCF Partners. As a result, it may be deemed to
own 12,099,417 shares of common stock, constituting 27.8% of the Common Stock
outstanding as of April 24, 1996. L.E. Simmons does not directly own any
securities of the Issuer, but, because Mr. Simmons is the 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 Incorporated. As a
result, Mr. Simmons may be deemed to beneficially own 12,099,417 shares of
Common Stock, constituting 27.8% of the Common Stock outstanding at April 24,
1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the Merger Agreement, SCF-III and D.O.S. Partners have entered
into a Registration Rights Agreement (the "Registration Rights Agreement") among
the Issuer, SCF-III, D.O.S. Partners, Panmell (Holdings) Ltd., Actinium Holding
Corporation and Kadoorie McAulay International Ltd. pursuant to which SCF-III
and D.O.S. Partners have the right, subject to certain restrictions, to demand
registration of their shares of Common Stock by and
<PAGE>
CUSIP No. 898 600 101 13D Page 11 of 15 Pages
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 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.
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. also retained L.E. Simmons & Associates as one of its financial
advisors in connection with the Merger. Upon consummation of the Merger, L.E.
Simmons & Associates received a fee of $2.0 million. 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. Joint Filing Agreement among SCF-III, L.P., SCF-II, L.P., D.O.S.
Partners, L.P., SCF Partners, L.P., L.E. Simmons & Associates, Incorporated and
L.E. Simmons.
<PAGE>
CUSIP No. 898 600 101 13D Page 12 of 15 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: May 2, 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
D.O.S. PARTNERS, L.P.
By: SCF Partners, L.P.
By: L.E. Simmons & Associates, Incorporated
By: /s/ L. E. Simmons
-------------------------------
L.E. Simmons, President
SCF PARTNERS, 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
<PAGE>
CUSIP No. 898 600 101 13D Page 13 of 15 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.
2. Subscription Agreement dated as of January 3, 1996 between
Tuboscope Vetco International Corporation and SCF-III, L.P.
3. Joint Filing Agreement among SCF-III, L.P., SCF-II, L.P., L.E.
Simmons & Associates, Incorporated and L. E. Simmons.
<PAGE>
CUSIP No. 898 600 101 13D Page 14 of 15 Pages
Exhibit 3
JOINT FILING AGREEMENT
The undersigned each agree that (i) that certain Amendment No. 1 to the
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 May 2, 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
D.O.S. PARTNERS, L.P.
By: SCF Partners, L.P.
By: L.E. Simmons & Associates, Incorporated
By: /s/ L. E. Simmons
-------------------------------
L.E. Simmons, President
SCF PARTNERS, 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
<PAGE>
SCHEDULE A
List of Directors and Executive Officers
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION CITIZENSHIP PRINCIPAL OCCUPATION
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<S> <C> <C> <C>
Mr. L.E. Simmons Director, Chairman and President U.S. Investment Management
SCF Partners
600 Travis Street, Suite 6600
Houston, TX 77002
Mr. Russell B. Hawkins Director U.S. Investment Management
Fayez Sarofim & Co.
Two Houston Center, Suite 2907
Houston, TX 77010
Ms. Patricia B. Melcher Director U.S. Investment Management
Sandefer Capital Partners, Inc.
909 Fannin, Suite 3250
Houston, TX 77010
Mr. Gary L. Rosenthal Director U.S. Personal Investments
Heaney Rosenthal Inc.
8 Greenway Plaza, Suite 714
Houston, TX 77046
Mr. David C. Baldwin Vice President U.S. Investment Management
SCF Partners
600 Travis Street, Suite 6600
Houston, TX 77002
Mr. Anthony F. DeLuca Vice President and Treasurer U.S. Investment Management
SCF Partners
600 Travis Street, Suite 6600
Houston, TX 77002
Mr. Andrew L. Waite Vice President U.S. Investment Management
SCF Partners
600 Travis Street, Suite 6600
Houston, TX 77002
Ms. Michelle E. Hicks Secretary U.S. Corporate Counsel
SCF Partners
600 Travis Street, Suite 6600
Houston, TX 77002
Ms. Melinda A. Naugle Assistant Secretary U.S. Executive Assistant
SCF Partners
600 Travis Street, Suite 6600
Houston, TX 77002
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