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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
SCHEDULE 13D
(Amendment No. 2)
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)
June 17, 1997
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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 [_].
Page 1 of 7 Pages
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CUSIP NO. 898 600 101 13D PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Panmell (Holdings) Limited
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
5 TO ITEMS 2(d) OR 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Hong Kong
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SOLE VOTING POWER
7
NUMBER OF
2,031,991
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY None
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
2,031,991
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,031,991
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
12 SHARES
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.7%
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TYPE OF REPORTING PERSON
14
CO
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CUSIP NO. 898 600 101 13D PAGE 3 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Y.L. Loh
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
AF
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
5 PURSUANT TO ITEMS 2(d) OR 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Singapore
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SOLE VOTING POWER
7
NUMBER OF
2,031,991
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY None
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
2,031,991
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,031,991
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
12 SHARES
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.7%
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TYPE OF REPORTING PERSON
14
IN
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CUSIP NO. 898 600 101 13D PAGE 4 OF 7 PAGES
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 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, Texas 77051.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment is filed jointly by Panmell (Holdings) Limited ("Panmell")
and Y.L. Loh. This Amendment amends and restates the statement on Schedule 13D
filed by Panmell and Y.L. Loh, as amended by Amendment No. 1 filed by Panmell
and Y.L. Loh on May 31, 1996. This Amendment adjusts the number of shares
beneficially owned by the reporting persons to reflect sales by Panmell of
405,871 shares of Common Stock in the aggregate, since the filing of Amendment
No. 1 to the statement on Schedule 13D. This Amendment is the final amendment
to the statement on Schedule 13D for the reporting persons and their filing
obligations are terminated under Regulation 13-D with respect to their
beneficial ownership of Common Stock of the Issuer because the number of shares
of Common Stock of the Issuer beneficially owned by the reporting persons has
dropped below 5%.
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 majority 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 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 ("Subsidiary
Guarantor"), 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, Subsidiary Guarantor and D.O.S. Ltd.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock of the Issuer owned by Panmell were acquired
pursuant to the Merger. Since the filing of Amendment No. 1 to the statement on
Schedule 13D, Panmell has made sales of 405,871 shares of Common Stock in the
open market through brokerage transactions in compliance with Rules 144 and 145
promulgated under the Securities Act of 1933, as amended. See "Item 5. Interest
in Securities of the Issuer." Subject to stock
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CUSIP NO. 898 600 101 13D PAGE 5 OF 7 PAGES
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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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Pursuant to the Issuer's Quarterly Report on Form 10-Q for the three month
period ended March 31, 1997 (the "Form 10-Q") as filed with the Securities and
Exchange Commission, 43,563,837 shares of Common Stock were issued and
outstanding as of March 31, 1997.
The shares of Common Stock owned by Panmell may be deemed to be
beneficially owned by the other reporting persons set forth herein. Of the
3,487,862 shares of Common Stock issued to Panmell in conjunction with the
Merger, Panmell currently owns 2,031,991 shares. During the past sixty days,
91,000 shares have been sold by Panmell in the open market through brokerage
transactions in the amounts, prices and the dates set forth below:
<TABLE>
<CAPTION>
DATE OF SALE NUMBER OF SHARES SOLD PRICE PER SHARE
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<S> <C> <C>
6/10/97 10,000 $16.12
6/10/97 3,000 16.25
6/11/97 7,000 16.25
6/12/97 5,000 16.12
6/17/97 25,000 16.12
6/17/97 5,000 16.25
6/20/97 1,000 15.00
6/23/97 10,000 16.87
6/24/97 5,000 16.93
6/24/97 10,000 17.00
6/24/97 10,000 17.12
</TABLE>
The remaining 2,031,991 shares of Common Stock owned by Panmell constitute
approximately 4.7% of the total issued and outstanding shares of Common Stock at
March 31, 1997.
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 2,031,991 shares of Common
Stock constituting approximately 4.7% of the total issued and outstanding shares
of Common Stock as of March 31, 1997.
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
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CUSIP NO. 898 600 101 13D PAGE 6 OF 7 PAGES
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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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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CUSIP NO. 898 600 101 13D PAGE 7 OF 7 PAGES
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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
6/24/97 By: /s/ Y.L. LOH
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Date Name: Y.L. Loh
Title: Director
6/24/97 /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)
