<PAGE> 1
As filed with the Securities and Exchange Commission on June 12, 1997
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------
CAMCO INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3517570
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
7030 ARDMORE
HOUSTON, TEXAS 77054
(Address of Principal Executive Offices) (Zip Code)
1997 LONG-TERM INCENTIVE PLAN OF CAMCO INTERNATIONAL INC.
CAMCO INTERNATIONAL INC. AMENDED AND RESTATED STOCK OPTION PLAN FOR NONEMPLOYEE
DIRECTORS
PRODUCTION OPERATORS CORP 1980 LONG-TERM INCENTIVE PLAN, AS AMENDED
PRODUCTION OPERATORS CORP 1992 LONG-TERM INCENTIVE PLAN, AS AMENDED
(Full title of the plans)
RONALD R. RANDALL, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CAMCO INTERNATIONAL INC.
7030 ARDMORE
HOUSTON, TEXAS 77054
(Name and address of agent for service)
(713) 747-4000
(Telephone number, including area code, of agent for service)
--------------------------
With Copy to:
Curtis W. Huff
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
(713) 651-5151
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price(1) fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value . . 2,147,799(2) $52.625 $113,027,923 $34,251
- ------------------------------------------------------------------------------------------------------------------------------
Rights to Purchase Shares of
Common Stock . . . . . . . . . . 2,147,799(2)
==============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based
upon the average of the high and low sales prices of a share of Common
Stock as reported by the New York Stock Exchange, Inc. on June 10,
1997.
(2) Includes (i) 1,500,000 shares of Common Stock and accompanying Rights
issuable pursuant to the 1997 Long-Term Incentive Plan, (ii) 150,000
shares of Common Stock and accompanying Rights issuable pursuant to
the Amended and Restated Stock Option Plan for Nonemployee Directors,
(iii) 88,888 shares of Common Stock and accompanying Rights issuable
pursuant to the Production Operators Corp 1980 Long-Term Incentive
Plan, as amended, (iv) 408,911 shares of Common Stock and accompanying
Rights issuable pursuant to the Production Operators Corp 1992
Long-Term Incentive Plan, as amended, and (v) an indeterminable number
of shares of Common Stock and accompanying Rights issuable as a result
of the anti-dilution provisions of each of the plans referred to in
clauses (i) through (iv).
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Camco International Inc., a Delaware corporation (the "Company" or
"Registrant"), incorporates by reference in this Registration Statement the
following documents:
1. The Registrant's annual report on Form 10-K for the fiscal
year ended December 31, 1996;
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;
3. The Registrant's Current Report on Form 8-K dated February
27, 1997;
4. The description of the Registrant's common stock, $.01 par
value ("Common Stock"), contained in a registration statement on Form 10, as
filed with the Securities and Exchange Commission on October 21, 1993, and as
amended on November 5, 1993, November 19, 1993, and December 9, 1993, including
any amendment or report filed for the purpose of updating such description; and
5. The description of the rights to purchase Common Stock
("Rights") contained in the Company's Registration Statement on Form 8-A, as
filed with the Securities and Exchange Commission on December 19, 1994,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.
The Restated Certificate of Incorporation of the Registrant
contains provisions which eliminate the personal liability of the Registrant's
directors for monetary damages resulting from breaches of their fiduciary duty
other than liability for breaches of the duty of loyalty, acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, violations under Section 174 of the General Corporation Law of the State
of Delaware or any transaction from which the director derived an improper
personal benefit.
Article VIII of the Registrant's By-laws contains detailed
provisions for the indemnification by the Registrant of current and former
directors, officers, employees and agents of the Registrant on terms that have
been derived from Section 145 of the General Corporation Law of the State of
Delaware.
The Registrant has obtained directors' and officers' liability
insurance that covers certain liabilities and expenses of the Registrant's
directors and officers. In addition, the Registrant has entered into
indemnification agreements with each of its directors and certain of its
executive officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 -- Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit
3.1 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993).
4.2 -- By-laws of the Registrant (incorporated by
reference to Exhibit 3.4 to the Registrant's
Registration Statement on Form S-1 (Reg. No.
33-70036)).
II-2
<PAGE> 4
4.3 -- Form of Common Stock Certificate (incorporated by
reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No.
33-70036)).
4.4 -- Credit Facility dated December 7, 1993
(incorporated by reference to Exhibit 10.12 to the
Registrant's Registration Statement on Form S-1
(Reg. No. 33-70036)).
4.5 -- First Amendment to Credit Facility dated August 29,
1994 (incorporated by reference to Exhibit 10.14 to
the Registrant's Registration Statement on Form S-1
(Reg. No. 33-83562)).
4.6 -- 1997 Long-Term Incentive Plan of Camco
International Inc.
4.7 -- Camco International Inc. Amended and Restated Stock
Option Plan for Nonemployee Directors (incorporated
by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996).
4.8 -- Production Operators Corp 1980 Long-Term Incentive
Plan, as amended (incorporated by reference to
Exhibit (10)(d) to Production Operators Corp's
Annual Report on Form 10-K for the fiscal year
ended September 30, 1991).
4.9 -- Production Operators Corp 1992 Long-Term Incentive
Plan, as amended (incorporated by reference to
Exhibit (10)(d)(i) to Production Operators Corp's
Annual Report on Form 10-K for the fiscal year
ended September 30, 1995).
5.1 -- Opinion of Fulbright & Jaworski L.L.P.
15.1 -- Letter of Arthur Andersen LLP.
23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
23.2 -- Consent of Arthur Andersen LLP with respect to the
financial statements of Camco International Inc.
23.3 -- Consent of Arthur Andersen LLP with respect to the
financial statements of Production Operators Corp.
24.1 -- Powers of Attorney (included on page II-5 of this
Registration Statement).
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the
Registrant has not filed with this Registration Statement certain instruments
defining the rights of holders of long-term debt of the Registrant and its
subsidiaries because the total amount of securities authorized under any of
such instruments does not exceed 10% of the total assets of the Registrant and
its subsidiaries on a consolidated basis. The Registrant agrees to furnish a
copy of any such agreements to the Securities and Exchange Commission upon
request.
II-3
<PAGE> 5
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar volume of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant
II-4
<PAGE> 6
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on June 11, 1997.
CAMCO INTERNATIONAL INC.
By: /s/ GARY D. NICHOLSON
-------------------------------
Gary D. Nicholson
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Herbert S. Yates and Ronald R. Randall,
and each of them, either one of whom may act without joinder of the other, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of any or all of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ GARY D. NICHOLSON Chairman of the Board, President and June 11, 1997
- ---------------------------------------- Chief Executive Officer (Principal
Gary D. Nicholson Executive Officer)
/s/ HERBERT S. YATES Senior Vice President-Finance June 11, 1997
- ---------------------------------------- and Chief Financial Officer
Herbert S. Yates (Principal Financial Officer)
/s/ BRUCE F. LONGAKER, JR. Vice President-Finance June 11, 1997
- ---------------------------------------- and Corporate Controller
Bruce F. Longaker, Jr. (Principal Accounting Officer)
/s/ HUGH H. GOERNER Director June 6, 1997
- ----------------------------------------
Hugh H. Goerner
/s/ ROBERT L. HOWARD Director June 11, 1997
- ----------------------------------------
Robert L. Howard
/s/ WILLIAM J. JOHNSON Director June 11, 1997
- ----------------------------------------
William J. Johnson
/s/ WILLIAM A. KRAUSE Director June 6, 1997
- ----------------------------------------
William A. Krause
/s/ CHARLES P. SIESS, JR. Director June 11, 1997
- ----------------------------------------
Charles P. Siess, Jr.
/s/ GILBERT H. TAUSCH Director June 5, 1997
- ----------------------------------------
Gilbert H. Tausch
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page Number
- -------------- ---------------------------------------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993).
4.2 By-laws of the Registrant (incorporated by reference to Exhibit 3.3 to
the Registrant's Registration Statement on Form S-1 (Reg.
No. 33-70036)).
4.3 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.2 to the Registrant's Registration Statement on Form S-1 (Reg.
No. 33-70036)).
4.4 Credit Facility dated December 7, 1993 (incorporated by reference to
Exhibit 10.12 to the Registrant's Registration Statement on Form S-1
(Reg. No. 33-70036)).
4.5 First Amendment to Credit Facility dated August 29, 1994 (incorporated
by reference to Exhibit 10.14 to the Registrant's Registration Statement
on Form S-1 (Reg. No. 33-83562)).
4.6 1997 Long-Term Incentive Plan of Camco International Inc.
4.7 Camco International Inc. Amended and Restated Stock Option Plan for
Nonemployee Directors (incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996).
4.8 Production Operators Corp 1980 Long-Term Incentive Plan, as amended
(incorporated by reference to Exhibit (10)(d) to Production Operators
Corp's Annual Report on Form 10-K for the fiscal year ended September
30, 1991).
4.9 Production Operators Corp 1992 Long-Term Incentive Plan, as amended
(incorporated by reference to Exhibit (10)(d)(i) to Production Operators
Corp's Annual Report on Form 10-K for the fiscal year ended September
30, 1995).
5.1 Opinion of Fulbright & Jaworski L.L.P.
15.1 Letter of Arthur Andersen LLP.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP with respect to the financial statements
of Camco International Inc.
23.3 Consent of Arthur Andersen LLP with respect to the financial statements
of Production Operators Corp.
24.1 Powers of Attorney (included on page II-5 of this Registration
Statement).
</TABLE>
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the
Registrant has not filed with this Registration Statement certain instruments
defining the rights of holders of long-term debt of the Registrant and its
subsidiaries because the total amount of securities authorized under any of
such instruments does not exceed 10% of the total assets of the Registrant and
its subsidiaries on a consolidated basis. The Registrant agrees to furnish a
copy of any such agreements to the Securities and Exchange Commission upon
request.
<PAGE> 1
EXHIBIT 4.6
1997 LONG-TERM INCENTIVE PLAN
OF
CAMCO INTERNATIONAL INC.
ARTICLE I
General
SECTION 1.1. Purpose of the Plan. The 1997 Long-Term
Incentive Plan (the "Plan") of Camco International Inc. (the "Company") is
intended to advance the best interests of the Company, its subsidiaries and its
stockholders in order to attract, retain and motivate key employees by
providing them with additional incentives through (i) the grant of options
("Options") to purchase shares of Common Stock, par value $.01 per share, of
the Company ("Common Stock"), (ii) the grant of stock appreciation rights
("Stock Appreciation Rights"), (iii) the award of shares of restricted Common
Stock ("Restricted Stock") and (iv) the award of units payable in cash or
shares of Common Stock based on performance ("Performance Awards"), thereby
increasing the personal stake of such key employees in the continued success
and growth of the Company.
SECTION 1.2. Administration of the Plan. (a) The Plan shall
be administered by the Board of Directors of the Company (the "Board of
Directors") or committee thereof designated by the Board of Directors or such
committee referred to as (the "Committee"). The Committee shall have authority
to interpret conclusively the provisions of the Plan, to adopt such rules and
regulations for carrying out the Plan as it may deem advisable, to decide
conclusively all questions of fact arising in the application of the Plan, to
establish performance criteria in respect of Awards (as defined herein) under
the Plan, to certify that Plan requirements have been met for any participant
in the Plan, to submit such matters as it may deem advisable to the Company's
stockholders for their approval, and to make all other determinations and take
all other actions necessary or desirable for the administration of the Plan.
The Committee is expressly authorized to adopt rules and regulations limiting
or eliminating its discretion in respect of certain matters as it may deem
advisable to comply with or obtain preferential treatment under any applicable
tax or other law rule, or regulation. All decisions and acts of the Committee
shall be final and binding upon all affected Plan participants.
(b) The Committee shall designate the eligible employees,
if any, to be granted Awards and the type and amount of such Awards and the
time when Awards will be granted. All Awards granted under the Plan shall be
on the terms and subject to the conditions determined by the Committee
consistent with the Plan.
SECTION 1.3. Eligible Participants. Key employees, including
officers, of the Company and its subsidiaries, partnerships or other affiliated
entities (all such subsidiaries, partnerships or other affiliated entities
being referred to as "Subsidiaries") shall be eligible for Awards under the
Plan.
SECTION 1.4. Awards Under the Plan. Awards to key employees
may be in the form of (i) Options, (ii) Stock Appreciation Rights, which may be
issued independent of or in tandem with Options, (iii) shares of Restricted
Stock, (iv) Performance Awards, or (v) any combination of the foregoing
(collectively, "Awards").
SECTION 1.5. Shares Subject to the Plan. Initially, the
aggregate number of shares of Common Stock that may be issued under the Plan
shall be 1,500,000. This number of shares, together with the number of shares
subject to outstanding awards under the Company's 1993 Long-Term Incentive Plan
(the "1993 Incentive Plan"), represents approximately 10% of the issued and
outstanding shares of Common Stock as of March 24,
<PAGE> 2
1997. In addition, as of January 1 of each year the Plan is in effect, if the
total number of shares of Common Stock issued and outstanding, not including
any shares issued under the Plan or the Company's 1993 Incentive Plan, exceeds
the total number of shares of Common Stock issued and outstanding as of January
1 of the previous year (or, for 1997, as of the commencement of the Plan), the
number of shares that may be issued under the Plan shall be increased by an
amount such that the total number of shares of Common Stock available for
issuance under the Plan together with the number of shares of Common Stock
available for issuance for outstanding awards under the 1993 Incentive Plan,
equals 10% of the total number of shares of Common Stock issued and
outstanding, not including any shares issued under the Plan or the 1993
Incentive Plan. Shares distributed pursuant to the Plan may consist of
authorized but unissued shares of treasury shares of the Company, as shall be
determined from time to time by the Board of Directors. The aggregate number
of shares of Common Stock that may be granted pursuant to an Award of Options,
Stock Appreciation Rights, Restricted Stock or Performance Awards to any one
participating during any one year may not exceed 250,000. The aggregate amount
of cash that may be credited to any one participant pursuant to any Performance
Award during any one year may not exceed $1,000,000.
If any Award under the Plan shall expire, terminate or be
canceled (including cancellation upon an Option holder's exercise of a related
Stock Appreciation Right) for any reason without having been exercised in full,
or if any Award shall be forfeited to the Company, the unexercised or forfeited
Award shall not count against the above limits and shall again become available
for grants under the Plan (unless the holder of such Award received dividends
or other economic benefits with respect to such Award, which dividends or other
economic benefits are not forfeited, in which case the award shall count
against the above limits). Shares of Common Stock equal in number to the
shares surrendered in payment of the option price, and shares of Common Stock
which are withheld in order to satisfy Federal, state or local tax liability,
shall count against the above limits. Only the number of shares of Common
Stock actually issued upon exercise of a Stock Appreciation Right shall count
against the above limits, and any shares which were estimated to be used for
such purposes and were not in fact so used shall again become available for
grants under the Plan. Cash exercises of Stock Appreciation Rights and cash
settlement of other Awards will not count against the above limits.
The total number of Awards (or portions thereof) that may be
settled in cash under the Plan, based on the number of shares covered by such
Awards (e.g., 100 shares for a Stock Appreciation Right with respect to 100
shares), shall not exceed a number equal to (i) the number of shares initially
available for issuance under the Plan plus (ii) the number of shares that have
become available for issuance under the Plan pursuant to the first paragraph of
this Section 1.5.
The number of shares of Common Stock that will be available
under the Plan for Options granted in accordance with Section 2.4(i) ("ISOs")
is 1,500,000.
SECTION 1.6. Other Compensation Programs. Nothing contained
in the Plan shall be construed to preempt or limit the authority of the Board
of Directors to exercise its corporate rights and powers, including, but not by
way of limitation, the right of the Board of Directors (i) to grant incentive
Awards for proper corporate purposes otherwise than under the Plan to any
employee, officer, director or other person or entity or (ii) to grant
incentive Awards to, or assume incentive Awards of, any person or entity in
connection with the acquisition (whether by purchase, lease, merger,
consolidation or otherwise) of the business or assets (in whole or in part) of
any person or entity.
<PAGE> 3
ARTICLE II
Stock Options and Stock Appreciation Rights
SECTION 2.1. Terms and Conditions of Options. Subject to the
following provisions, all Options granted under the Plan to employees of the
Company and its Subsidiaries shall be in such form and shall have such terms
and conditions as the Committee, in its discretion, may from time to time
determine consistent with the Plan.
(a) Option Price. The option price per share shall be
determined by the Committee, except that in the case of an Option granted in
accordance with Section 2.4(i) (an "ISO") the option price per share shall not
be less than the fair market value of a share of Common Stock (as determined by
the Committee) on the date the Option is granted (other than in the case of
substitute or assumed Options to the extent required to qualify such Options
for preferential tax treatment under the Internal Revenue Code of 1986, as
amended, or successor code or statute, in each case as in effect at the time of
such grant (the "Code")).
(b) Term of Option. The term of an Option shall be
determined by the Committee, except that in the case of an ISO the term of the
Option shall not exceed ten years from the date of grant, and, notwithstanding
any other provision of this Plan, no Option shall be exercised after the
expiration of its term.
(c) Exercise of Options. Options shall be exercisable at
such time or times and subject to such terms and conditions as the Committee
shall specify in the Option grant. Unless the Option grant specifies
otherwise, the Committee shall have discretion at any time to accelerate such
time or times and otherwise waive or amend any conditions in respect of all or
any portion of the Options held by any optionee. An Option may be exercised in
accordance with its terms as to any or all shares purchasable thereunder.
(d) Payment for Shares. The Committee may authorize payment
for shares as to which an Option is exercised to be made in cash, shares of
Common Stock, a combination thereof, by "cashless exercise" or in such other
manner as the Committee in its discretion may provide.
(e) Stockholder Rights. The holder of an Option shall, as
such, have none of the rights of a stockholder.
(f) Termination of Employment. The Committee shall have
discretion to specify in the Option grant, or, with the consent of the
optionee, an amendment thereof, provisions with respect to the period, not
extending beyond the term of the Option, during which the Option may be
exercised following the optionee's termination of employment.
SECTION 2.2. Stock Appreciation Rights in Tandem with
Options. (a) The Committee may, either at the time of grant of an Option or
at any time during the term of the Option, grant Stock Appreciation Rights
("Tandem SARs") with respect to all or any portion of the shares of Common
Stock covered by such Option. A Tandem SAR may be exercised at any time the
Option to which it relates is then exercisable, but only to the extent the
Option to which it relates is exercisable, and shall be subject to the
conditions applicable to such Option. When a Tandem SAR is exercised, the
Option to which it relates shall cease to be exercisable to the extent of the
number of shares with respect to which the Tandem SAR is exercised. Similarly,
when an Option is exercised, the Tandem SARs relating to the shares covered by
such Option exercise shall terminate. Any Tandem SAR which is outstanding on
the last day of the term of the related Option (as determined pursuant to
Section 2.1(b)) shall be automatically exercised on such date for cash without
any action by the optionee.
-3-
<PAGE> 4
(b) Upon exercise of a Tandem SAR, the holder shall receive,
for each share with respect to which the Tandem SAR is exercised, an amount
(the "Appreciation") equal to the difference between the option price per share
of the Option to which the Tandem SAR relates and the fair market value (as
determined by the Committee) of a share of Common Stock on the date of exercise
of the Tandem SAR. The Appreciation shall be payable in cash, Common Stock, or
a combination of both, at the option of the Committee, and shall be paid within
30 days of the exercise of the Tandem SAR.
SECTION 2.3. Stock Appreciation Rights Independent of
Options. Subject to the following provisions, all Stock Appreciation Rights
granted independent of Options ("Independent SARs") under the Plan to employees
of the Company and its Subsidiaries shall be in such form and shall have such
terms and conditions as the Committee, in its discretion, may from time to time
determine consistent with the Plan.
(a) Exercise Price. The exercise price per share shall be
determined by the Committee on the date the Independent SAR is granted.
(b) Term of Independent SAR. The term of an Independent SAR
shall be determined by the Committee, and, notwithstanding any other provision
of this Plan, no Independent SAR shall be exercised after the expiration of its
term.
(c) Exercise of Independent SARs. Independent SARs shall be
exercisable at such time or times and subject to such terms and conditions as
the Committee shall specify in the Independent SAR grant. Unless the
Independent SAR grant specifies otherwise, the Committee shall have discretion
at any time to accelerate such time or times and otherwise waive or amend any
conditions in respect of all or any portion of the Independent SARs held by any
participant. Upon exercise of an Independent SAR, the holder shall receive,
for each share specified in the Independent SAR grant, an amount (the
"Appreciation") equal to the difference between the exercise price per share
specified in the Independent SAR grant and the fair market value (as determined
by the Committee) of a share of Common Stock on the date of exercise of the
Independent SAR. The Appreciation shall be payable in cash, Common Stock, or a
combination of both, at the option of the Committee, and shall be paid within
30 days of the exercise of the Independent SAR.
(d) Stockholder Rights. The holder of an Independent SAR
shall, as such, have none of the rights of a stockholder.
(e) Termination of Employment. The Committee shall have
discretion to specify in the Independent SAR grant, or, with the consent of the
holder, an amendment thereof, provisions with respect to the period, not
extending beyond the term of the Independent SAR, during which the Independent
SAR may be exercised following the holder's termination of employment.
SECTION 2.4. Statutory Options. Subject to the limitations
on Option terms set forth in Section 2.1, the Committee shall have the
authority to grant (i) incentive stock options within the meaning of Section
422 of the Code and (ii) Options containing such terms and conditions as shall
be required to qualify such Options for preferential tax treatment under the
Code as in effect at the time of such grant. Options granted pursuant to this
Section 2.4 may contain such other terms and conditions permitted by Article II
of this Plan as the Committee, in its discretion, may from time to time
determine (including, without limitation, provision for Stock Appreciation
Rights), to the extent that such terms and conditions do not cause the Options
to lose their preferential tax treatment.
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SECTION 2.5 Change of Control. Notwithstanding the
exercisability schedule governing any Option or Stock Appreciation Right,
unless otherwise provided in the agreement relating to a specific Award of an
Option or Stock Appreciation Right or other agreement with the holder of the
Option or Stock Appreciation Right, upon the occurrence of a Change of Control
(as defined in Section 5.10) all Options and Stock Appreciation Rights
outstanding at the time of such Change of Control and held by participants who
are employees of the Company or its subsidiaries at the time of such Change of
Control shall become immediately exercisable and, unless the participant agrees
otherwise in writing, remain exercisable for three years (but not beyond the
term of the Option or Stock Appreciation Right) after the employee's
termination of employment for any reason other than termination by the Company
or a subsidiary of the Company for dishonesty, conviction of a felony, willful
unauthorized disclosure of confidential information or wilful refusal to
perform the duties of such employee's position or positions with the Company or
such subsidiary (termination for "cause").
ARTICLE III
Restricted Stock
SECTION 3.1. Terms and Conditions of Restricted Stock Awards.
Subject to the following provisions, all Awards of Restricted Stock under the
Plan to employees of the Company and its Subsidiaries shall be in such form and
shall have such terms and conditions as the Committee, in its discretion, may
from time to time determine consistent with the Plan.
(a) Restricted Stock Award. The Restricted Stock Award shall
specify the number of shares of Restricted Stock to be awarded, the price, if
any, to be paid by the recipient of the Restricted Stock, and the date or dates
on which the Restricted Stock will vest. The vesting and number of shares of
Restricted Stock may be conditioned upon the completion of a specified period
of service with the Company or its Subsidiaries or upon the attainment of any
of the following specified performance goals as fixed by the Committee (i) net
income before or after extraordinary items, operating income, income before
taxes, earnings before depreciation, interest and taxes, cash flow or revenues
of (x) the Company on a consolidated basis, (y) one or more Subsidiaries or (z)
one or more operating divisions, departments, units or segments of the Company
or one or more of its Subsidiaries., (ii) return on equity, (iii) return on
capital employed, (iv) return on net assets, (v) increases in the market price
of the Common Stock or other securities of the Company before or after
dividends, (vi) the performance of the Company's Common Stock in comparison to
other stocks, stock indexes or groups of stocks or other investments, (vii)
increases in sales, margins or profit on a Company, Subsidiary, division,
department, unit, segment, product or product line basis or (viii) any
combination of the above.
(b) Restrictions on Transfer. Unless otherwise provided in
the agreement relating to the Award relating thereto, stock certificates
representing the Restricted Stock granted to an employee shall be registered in
the employee's name or at the option of the Committee not issued until such
time as the Restricted Stock shall become vested or otherwise determined by the
Committee. If certificates are issued prior to the shares of Restricted Stock
becoming vested, such certificates shall either be held by the Company on
behalf of the employee, or delivered to the employee bearing a legend to
restrict transfer of the certificate until the Restricted Stock has vested, as
determined by the Committee. The Committee shall determine whether the
employee shall have the right to vote and/or receive dividends on the
Restricted Stock before it has vested. Except as may otherwise be expressly
permitted by the Committee, no share of Restricted Stock may be sold,
transferred, assigned, or pledged by the employee until such share has vested
in accordance with the terms of the Restricted Stock
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Award. Unless the grant of a Restricted Stock Award specifies otherwise, in
the event of an employee's termination of employment before all the employee's
Restricted Stock has vested, or in the event other conditions to the vesting of
Restricted Stock have not been satisfied prior to any deadline for the
satisfaction of such conditions set forth in the Award, the shares of
Restricted Stock that have not vested shall be forfeited and any purchase price
paid by the employee shall be returned to the employee. At the time Restricted
Stock vests (and, if the employee has been issued legended certificates of
Restricted Stock, upon the return of such certificates to the Company), a
certificate for such vested shares shall be delivered to the employee (or the
beneficiary designated by the employee in the event of death), free of all
restrictions.
(c) Accelerated Vesting. Notwithstanding the vesting
conditions set forth in the Restricted Stock Award unless the Restricted Stock
grant or other agreement with the holder thereof specifies otherwise, (i) the
Committee may in its discretion at any time accelerate the vesting of
Restricted Stock or otherwise waive or amend any conditions of a grant of
Restricted Stock, and (ii) all shares of Restricted Stock shall vest upon a
Change of Control of the Company.
ARTICLE IV
Performance Awards
SECTION 4.1. Terms and Conditions of Performance Awards. The
Committee shall be authorized to grant Performance Awards, which are payable in
stock, cash or a combination thereof, at the discretion of the Committee.
(a) Performance Period. The Committee shall establish with
respect to each Performance Award a performance period over which the
performance of the holder of such Performance Award shall be measured. The
performance period for a Performance Award shall be established at the time
such Performance Award is granted and may overlap with performance periods
relating to other Performance Awards granted hereunder to the same employee.
(b) Performance Objectives. The Committee shall establish a
minimum level of acceptable achievement for the holder at the time of each
Award. Each Performance Award shall be contingent upon future performances and
achievement of objectives fixed by the Committee. Such objectives shall be
based on (i) net income before or after extraordinary items, operating income,
income before taxes, earnings before depreciation, interest and taxes, cash
flow or revenues of (x) the Company on a consolidated basis, (y) one or more
Subsidiaries or (z) one or more operating divisions, departments, units or
segments of the Company or one or more of its Subsidiaries, (ii) return on
equity, (iii) return on capital employed, (iv) return on net assets, (v)
increases in the market price of the Common Stock or other securities of the
Company before or after dividends, (vi) the performance of the Company's Common
Stock in comparison to other stocks, stock indexes or groups of stocks or other
investments, (vii) increases in sales, margins or profit on a Company,
Subsidiary, division, department, unit, segment, product or product line basis
or (viii) any combination of the above.
(c) Size, Frequency and Vesting. The Committee shall have
the authority to determine at the time of the Award the maximum value of a
Performance Award, the frequency of Awards and the date or dates when Awards
vest.
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(d) Payment. Following the end of each performance period,
the holder of each Performance Award will be entitled to receive payment of an
amount, not exceeding the maximum value of the Performance Award, based on the
achievement of the performance measures for such performance period, as
determined by the Committee. If at the end of the performance period the
specified objectives have been attained, the employee shall be deemed to have
fully earned the Performance Award. Unless otherwise provided in the Award, if
the employee exceeds the specified minimum level of acceptable achievement but
does not attain such objectives, the employee shall be deemed to have partly
earned the Performance Award, and shall become entitled to receive a portion of
the total award, as determined by the Committee. Unless otherwise provided in
the Award, if a Performance Award is granted after the start of a performance
period, the award shall be reduced to reflect the portion of the performance
period during which the Award was in effect. Unless the Award specifies
otherwise, the Committee may adjust the payment of Awards or the performance
objectives if events occur or circumstances arise which would cause a
particular payment or set of performance objectives to be inappropriate, as
determined by the Committee.
(e) Termination of Employment. Unless otherwise provided in
the agreement relating to the Award or other agreement with the recipient, a
recipient of a Performance Award who, by reason of death, disability or
retirement, terminates employment before the end of the applicable performance
period shall be entitled to receive, to the extent earned, a portion of the
Award which is proportional to the portion of the performance period during
which the employee was employed. Unless otherwise provided in the agreement
relating to the Award or other agreement with the recipient, a recipient of a
Performance Award who terminates employment for any other reason shall not be
entitled to any part of the Award unless the Committee determines otherwise.
(f) Accelerated Vesting. Notwithstanding the vesting
conditions set forth in a Performance Award, unless the Award specifies
otherwise, (i) the Committee may in its discretion at any time accelerate
vesting of the Award or otherwise waive or amend any conditions (including but
not limited to performance objectives) in respect of a Performance Award, and
(ii) all Performance Awards shall vest upon a Change of Control of the Company.
In addition, unless an Award specifies otherwise, each participant in the Plan
shall receive the maximum Performance Award he or she could have earned for the
proportionate part of the performance period prior to the Change of Control,
and shall retain the right to earn any additional portion of his or her Award
if he or she remains in the Company's employ.
(g) Stockholder Rights. The holder of a Performance Award
shall, as such, have none of the rights of a stockholder.
ARTICLE V
Additional Provisions
SECTION 5.1. General Restrictions. Each Award under the Plan
shall be subject to the requirement that, if at any time the Committee shall
determine that (i) the listing, registration or qualification of the shares of
Common Stock subject or related thereto upon any securities exchange or under
any state or Federal law, or (ii) the consent or approval of any government
regulatory body, or (iii) an agreement by the recipient of an Award with
respect to the disposition of shares of Common Stock, is necessary or desirable
(in connection with any requirement or interpretation of any Federal or state
securities law, rule or regulation) as a condition of, or in connection with,
the granting of such Award or the issuance, purchase or delivery of shares of
Common Stock thereunder, such Award may not be
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<PAGE> 8
consummated in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.
SECTION 5.2. Adjustments for Changes in Capitalization. In
the event of any stock dividends, stock splits, recapitalizations,
combinations, exchanges of shares, mergers, consolidation, liquidations,
split-ups, split- offs, spin-offs or other similar changes in capitalization,
or any distribution to stockholders, including a rights offering, other than
regular cash dividends, changes in the outstanding stock of the Company by
reason of any increase or decrease in the number of issued shares of Common
Stock resulting from a split-up or consolidation of shares or any similar
capital adjustment or the payment of any stock dividend, any share repurchase
at a price in excess of the market price of the Common Stock at the time such
repurchase is announced or other increase or decrease in the number of such
shares, the Committee shall make appropriate adjustment in the number and kind
of shares authorized by the Plan (including shares available for ISOs), in the
number, price or kind of shares covered by the Awards and in any outstanding
Awards under the Plan; provided, however, that no such adjustment shall
increase the aggregate value of any outstanding Award.
In the event of any adjustment in the number of shares covered by any
Award, any fractional shares resulting from such adjustment shall be
disregarded and each such Award shall cover only the number of full shares
resulting from such adjustment.
SECTION 5.3. Amendments. (a) The Board of Directors may at
any time and from time to time and in any respect amend or modify the Plan.
(b) The Committee shall have the authority to amend any Award
to include any provision which, at the time of such amendment, is authorized
under the terms of the Plan; however, no outstanding Award may be revoked or
altered in a manner unfavorable to the holder without the written consent of
the holder.
SECTION 5.4. Cancellation of Awards. Any Award granted under
the Plan may be canceled at any time with the consent of the holder and a new
Award may be granted to such holder in lieu thereof, which award may, in the
discretion of the Committee, be on more favorable terms and conditions than the
canceled Award.
SECTION 5.5. Beneficiary. A participant may file with the
Company a written designation of beneficiary, on such form as may be prescribed
by the Committee, to receive any Options, Stock Appreciation Rights, shares of
Restricted Stock, Common Stock and Performance Awards that become deliverable
to the participant pursuant to the Plan after the participant's death. A
participant may, from time to time, amend or revoke a designation of
beneficiary. If no designated beneficiary survives the participant, the
executor or administrator of the participant's estate shall be deemed to be the
participant's beneficiary.
SECTION 5.6. Withholding. Whenever the Company proposes or
is required to issue or transfer shares of Common Stock under the Plan, the
Company shall have the right to require the holder to pay an amount in cash or
to retain or sell without notice, or demand surrender of, shares of Common
Stock in value sufficient to satisfy any Federal, state or local withholding
tax liability ("Withholding Tax") prior to the delivery of any certificate for
such shares (or remainder of shares if Common Stock is retained to satisfy such
tax liability). Whenever under the Plan payments are to be made in cash, such
payments shall be net of an amount sufficient to satisfy any Federal, state or
local withholding tax liability.
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<PAGE> 9
Whenever Common Stock is so retained or surrendered to satisfy
Withholding Tax, the value of shares of Common Stock so retained or surrendered
shall be determined by the Committee, and the value of shares of Common Stock
so sold shall be the net proceeds (after deduction of commissions) received by
the Company from such sale, as determined by the Committee.
SECTION 5.7. Non-assignability. Except as expressly provided
in the Plan or as may be permitted by the Committee, no Award under the Plan
shall be assignable or transferable by the holder thereof except by will or by
the laws of descent and distribution. Except as expressly provided in the Plan
or as may be permitted by the Committee, during the life of the holder, Awards
under the Plan shall be exercisable only by such holder or by the guardian or
legal representative of such holder.
SECTION 5.8. Non-uniform Determinations. Determinations by
the Committee under the Plan (including, without limitation, determinations of
the persons to receive Awards; the form, amount and timing of such Awards; the
terms and provisions of such Awards and the agreements evidencing same; and
provisions with respect to termination of employment) need not be uniform and
may be made by it selectively among persons who receive, or are eligible to
receive, Awards under the Plan, whether or not such persons are similarly
situated.
SECTION 5.9. No Guarantee of Employment. The grant of an
Award under the Plan shall not constitute an assurance of continued employment
for any period or any obligation of the Board of Directors to nominate any
director for reelection by the Company's stockholders.
SECTION 5.10. Change of Control. A "Change of Control" shall
be deemed to have occurred if:
(1) any Person (as defined below), other than a Designated
Person, is or becomes the Beneficial Owner (as defined below) of
securities of the Company representing 30% or more of the Voting Power
(as defined below);
(2) there shall occur a change in the composition of a
majority of the Board of Directors within any period of four
consecutive years which change shall not have been approved by a
majority of the Board of Directors as constituted immediately prior to
the commencement of such period;
(3) at any meeting of the stockholders of the Company called
for the purpose of electing directors, more than one of the persons
nominated by the Board of Directors for election as directors shall
fail to be elected; or
(4) the stockholders of the Company approve a merger,
consolidation, sale of substantially all assets or other
reorganization of the Company, other than a reincorporation, in which
the Company does not survive.
For purposes of this Section 5.10, (i) "Person" shall have the
meaning set forth in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange
Act of 1934, as in effect on May 20, 1997, (ii) "Beneficial Owner" shall have
the meaning set forth in Rules 13d-3 and 13d-5 under the Securities Exchange
Act of 1934 on May 20, 1997; and (iii) "Voting Power" shall mean the voting
power of the outstanding securities of the Company having the right under
ordinary circumstances to vote at an election of the Board of Directors.
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SECTION 5.11. Deferred Compensation and Trust Agreements.
The Committee may authorize and establish deferred compensation agreements and
arrangements in connection with Awards under the Plan and may establish trusts
and other arrangements, including "rabbi trusts", with respect to such
agreements and appoint one or more trustees for such trusts. Shares of Common
Stock under the Plan may also be acquired by one or more trustees from the
Company, in the open market or otherwise.
SECTION 5.12. Duration and Termination. (a) The Plan shall
be of unlimited duration. Notwithstanding the foregoing, no incentive stock
option (within the meaning of Section 422 of the Code) shall be granted under
the Plan ten (10) years after the approval of the Corporation's stockholder,
but Awards granted prior to such date may extend beyond such date, and the
terms of this Plan shall continue to apply to all Awards granted hereunder.
(b) The Board of Directors may suspend, discontinue or
terminate the Plan at any time. Such action shall not impair any of the rights
of any holder of any Award outstanding on the date of the Plan's suspension,
discontinuance or termination without the holder's written consent.
SECTION 5.13. Effective Date. The Plan shall be effective as
of May 20, 1997, subject to approval of a majority of the Corporation's
stockholders present and eligible to vote at a meeting of the stockholders of
the Corporation at which a quorum is present.
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EXHIBIT 5.1
[Fulbright & Jaworski L.L.P. Letterhead]
June 12, 1997
Camco International Inc.
7030 Ardmore
Houston, Texas 77054
Ladies and Gentlemen:
We have acted as counsel to Camco International Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 (the "Act") of an aggregate of 2,147,799 shares (the
"Shares") of the Company's common stock, $.01 par value (the "Common Stock"),
and associated rights to purchase shares of Common Stock ("Rights"), of which
(i) 1,500,000 shares of Common Stock and associated Rights are to be offered
upon the terms and subject to the conditions set forth in the Company's 1997
Long-Term Incentive Plan (the "1997 Plan"), (ii) 150,000 shares of Common Stock
and associated Rights are to be offered upon the terms and subject to the
conditions set forth in the Company's Amended and Restated Stock Option Plan
for Nonemployee Directors (the "Directors Plan"), (iii) 88,888 shares of Common
Stock and associated Rights are to be offered upon the terms and subject to the
conditions of the Production Operators Corp 1980 Long-Term Incentive Plan, as
amended (the "1980 Plan"), and (iv) 408,911 shares of Common Stock and
associated Rights to be offered upon the terms and subject to the conditions of
the Production Operators Corp 1992 Long-Term Incentive Plan, as amended (the
"1992 Plan" and together with the 1997 Plan, the Directors Plan and the 1980
Plan, the "Plans").
We have examined or considered originals or copies, certified or
otherwise identified to our satisfaction, of the Restated Certificate of
Incorporation of the Company, the By-laws of the Company, as amended, the
Plans, records of relevant corporate proceedings with respect to the offering
of the Shares and such other documents, instruments and corporate records as we
have deemed necessary or appropriate for the expression of the opinions
contained herein. We have also reviewed the Company's Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission with respect to the Shares.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals
of those records, certificates and other instruments submitted to us as copies
and the correctness of all statements of fact contained in all records,
certificates and other instruments that we have examined.
Based on the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
Shares have been duly and validly authorized for issuance and, when issued in
accordance with the terms of the applicable Plan will be duly and validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the federal laws of the United
States of America and the General Corporation Law of the State of Delaware, and
we are expressing no opinion as to the effect of the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Sincerely,
Fulbright & Jaworski L.L.P.
<PAGE> 1
EXHIBIT 15.1
[Arthur Andersen LLP Letterhead]
To Camco International Inc.:
We are aware that Camco International Inc. has incorporated by reference in
this Form S-8 registration statement its Form 10-Q for the quarter ended March
31, 1997, which includes our report dated April 15, 1997, covering the unaudited
interim financial information contained therein. Pursuant to Regulation C of
the Securities Act of 1933, that report is not considered a part of the
registration statement prepared or certified by our firm or a report prepared
or certified by our firm within the meaning of Sections 7 and 11 of the Act.
ARTHUR ANDERSEN LLP
Houston, Texas
June 11, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 10, 1997 included in Camco International Inc.'s Form 10-K for the year
ended December 31, 1996, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
June 11, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
November 20, 1996 included in Production Operators Corp's Form 10-K/A for the
year ended September 30, 1996, and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
June 11, 1997
