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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2000
REGISTRATION NUMBER 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2515019
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
515 POST OAK BOULEVARD, SUITE 600
HOUSTON, TEXAS 77027
(713) 693-4000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
BERNARD J. DUROC-DANNER
WEATHERFORD INTERNATIONAL, INC.
515 POST OAK BOULEVARD, SUITE 600
HOUSTON, TEXAS 77027
(713) 693-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
CURTIS W. HUFF CHARLES H. STILL
WEATHERFORD INTERNATIONAL, INC. FULBRIGHT & JAWORSKI L.L.P.
515 POST OAK BOULEVARD, SUITE 600 1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77027 HOUSTON, TEXAS 77010-3095
(713) 693-4000 (713) 651-5151
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective, subject to market
conditions and other factors.
If the any of securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE PRICE(2) FEE
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Common Stock, par value $1.00 per share...... 1,500,000 $34.52 $51,776,379 $13,669
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(1) Represents the maximum number of Exchangeable Shares to be issued in the
Combination described herein.
(2) Represents a bona fide estimate solely for purposes of calculating the
registration fee. The registration fee was computed on the basis of a
presumed value of the Exchangeable Shares to be exchanged (upon a conversion
right) for the Common Stock registered hereunder. The presumed value of the
Exchangeable Shares is based upon the aggregate market value of the
32,563,761 Alpine common shares and Alpine common share equivalents to be
received by Weatherford Oil Services, Inc. in exchange for the Exchangeable
Shares in the Combination described herein, computed in accordance with Rule
457(c) on the basis of the average of the high and low price per share of
the Alpine common shares reported on The Toronto Stock Exchange on July 11,
2000. (US$1.59 (C$2.35 multiplied by the applicable exchange rate of
0.676)).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED JULY 13, 2000
PROSPECTUS
WEATHERFORD INTERNATIONAL, INC.
1,500,000 SHARES
COMMON STOCK,
PAR VALUE $1.00 PER SHARE
The shares of our common stock offered hereby are issuable on exchange or
redemption of Weatherford Oil Services, Inc. Series 1 Exchangeable Shares. We
will not receive any cash proceeds for the shares offered hereby.
Our common stock is listed and traded on the New York Stock Exchange under
the symbol "WFT". On July 12, 2000, the last reported sales price for our common
stock on the New York Stock Exchange was $41 1/2 per share.
Our principal executive offices are located at 515 Post Oak Boulevard,
Suite 600, Houston, Texas 77027. Our telephone number is (713) 693-4000.
YOU SHOULD CAREFULLY REVIEW AND CONSIDER THE INFORMATION UNDER THE HEADINGS
"FORWARD-LOOKING STATEMENTS" BEGINNING ON PAGE 3 AND "RISK FACTORS" BEGINNING ON
PAGE 6 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT A SOLICITATION OF AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS PROHIBITED.
The date of this prospectus is , 2000
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TABLE OF CONTENTS
PAGE
----
About this Prospectus....................................... 2
Forward-Looking Statements.................................. 3
Risk Factors................................................ 6
No Proceeds................................................. 8
Description of Capital Stock................................ 9
Plan of Distribution........................................ 11
Canadian Federal Income Tax Considerations For Former Alpine
Shareholders.............................................. 13
United States Federal Income Tax Considerations For Former
Alpine Shareholders....................................... 18
Legal Matters............................................... 21
Experts..................................................... 21
Where You Can Find More Information......................... 22
ABOUT THIS PROSPECTUS
The shares of common stock offered hereby are issuable on exchange or
redemption of Weatherford Oil Services, Inc. ("Services") Series 1 Exchangeable
Shares ("Exchangeable Shares"). Services is a wholly-owned subsidiary of
Weatherford. Services issued the Exchangeable Shares in exchange for Alpine Oil
Services Corporation ("Alpine") common shares in connection with our acquisition
of Alpine and related combination of Services and Alpine (the "Combination").
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (SEC) using a "shelf" registration process.
This means we may issue the common stock covered by this prospectus from time to
time when the holders of Exchangeable Shares present their shares for exchange.
Holders of Exchangeable Shares will receive one share of common stock for each
Exchangeable Share they exchange or we redeem.
UNDER NO CIRCUMSTANCES SHOULD THE DELIVERY TO YOU OF THIS PROSPECTUS OR ANY
EXCHANGE OR REDEMPTION MADE PURSUANT TO THIS PROSPECTUS CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME
AFTER THE DATE OF THIS PROSPECTUS. IN THIS PROSPECTUS, WHEN WE REFER TO
WEATHERFORD AND USE PHRASES SUCH AS "WE" AND "US", WE ARE GENERALLY REFERRING TO
WEATHERFORD INTERNATIONAL, INC. AND ITS SUBSIDIARIES AS A WHOLE OR ON A DIVISION
BASIS DEPENDING ON THE CONTEXT IN WHICH THE STATEMENTS ARE MADE.
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FORWARD-LOOKING STATEMENTS
This prospectus and our other filings with the SEC and public releases
contain statements relating to our future results, including certain projections
and business trends. These statements may constitute "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Certain risks and uncertainties may cause actual results to be materially
different from projected results contained in forward-looking statements in this
prospectus and in our other disclosures. These risks and uncertainties include,
but are not limited to, the following factors as well as the factors discussed
in documents incorporated by reference herein.
A FURTHER DOWNTURN IN INDUSTRY MARKET CONDITIONS COULD AFFECT PROJECTED RESULTS.
Any unexpected material changes in oil and gas prices or other market
trends would likely affect the forward-looking information contained in this
prospectus and in our other filings with the SEC and public releases. Our
results for 1999 were materially and adversely affected by the downtown in the
industry that began in 1998. Although we currently expect that our results for
2000 will show a material improvement over 1999 due to higher oil prices and
drilling activity and a general industry view that market conditions have
bottomed out and are beginning to recover, the oil and gas industry is extremely
volatile and subject to change based on political and economic factors outside
our control.
Our estimates as to future results and industry trends make assumptions
regarding the future prices of oil and gas, the North American and international
drilling rig counts and their effect on the demand and pricing of our products
and services. In analyzing the market and its impact on us for 2000, we have
made the following assumptions:
- The recent increase in the prices of oil and gas will result in
improvements to our business in 2000 with the strongest improvements
expected to occur in the second half of 2000.
- Oil prices will average over $20 per barrel for West Texas intermediate
crude.
- Average natural gas prices for 2000 will exceed $2 per mcf.
- World demand for oil will be up only slightly.
- Drilling activity will increase slightly beyond normal demand as oil
companies seek to replace and produce reserves that were not replaced or
produced in 1999.
- North American and international drilling rig counts will improve, with
increases in the international rig count following the North American rig
count increase by around six months. In 2000, we expect the average rig
count for North America to be around 1,200 and the international rig
count to average around 650.
- Pricing for many of our products and services should increase steadily
during the year. Pricing will be subject to market conditions and
continued competitive pricing pressures in selected markets and product
lines.
- Demand for compression services will remain relatively flat for most of
2000.
- Future growth in the industry will be dependent on technological advances
that can reduce the costs of exploration and production, and
technological improvements in tools used for re-entry, thru-tubing and
extended reach drilling as well as artificial lift technologies will be
important to our future.
We have based these assumptions on various macro-economic factors, and
actual market conditions could vary materially from those assumed.
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A FUTURE REDUCTION IN THE DRILLING RIG COUNT COULD ADVERSELY AFFECT THE DEMAND
FOR OUR PRODUCTS AND SERVICES.
Our operations were materially affected by the decline in the rig count
during 1998 and 1999. Although the North American rig count has improved from
its historical low in 1999, a decline in the North American and international
rig counts would adversely affect our results. Our forward-looking statements
regarding our drilling products assume an improvement in the rig count in 2000
and that there will not be any material declines in the worldwide rig count, in
particular the domestic rig count. Our forward-looking statements also assume an
increase in the international markets to occur in the second half of 2000.
PROJECTED COST SAVINGS COULD BE INSUFFICIENT.
During 1998 and 1999, we implemented a number of programs intended to
reduce costs and align our cost structure with the market environment. Our
forward-looking statements regarding cost savings and their impact on our
business assume these measures will generate the savings expected. However, if
the markets decline, we may have to take additional actions to achieve the
desired savings.
OUR SUCCESS IS DEPENDENT UPON INTEGRATION OF ACQUISITIONS.
During 1999 and 2000, we consummated, or agreed to consummate, various
acquisitions of product lines and businesses. The success of these acquisitions
will be dependent on our ability to integrate these product lines and businesses
with our existing businesses and eliminate duplicative costs. We have, or will
have, incurred various duplicative costs with respect to the operations of
companies and businesses acquired by us during 1999 and 2000 pending the
integration of the acquired businesses with our businesses. Our forward-looking
statements assume the successful integration of the acquired businesses and
their contribution to our income during 2000. Integration of acquisitions is
something that cannot occur overnight and is something that requires constant
effort at the local level to be successful. Accordingly, there can be no
assurance as to the ultimate success of our integration efforts.
OUR SUCCESS IS DEPENDENT UPON TECHNOLOGICAL ADVANCES.
Our ability to succeed with our long-term growth strategy is dependent on
the technological competitiveness of our product and service offerings. A
central aspect of our growth strategy is to enhance the technology of our
products and services, to expand the markets for many of our products through
the leverage of our worldwide infrastructure and to enter new markets and expand
in existing markets with technologically advanced value-added products. Our
forward-looking statements have assumed gradual growth from these new products
and services during 2000.
AN ECONOMIC DOWNTURN COULD ADVERSELY AFFECT DEMAND FOR PRODUCTS AND SERVICES.
The economic downturn that began in Asia in 1997 affected the economies in
other regions of the world, including South America and the former Soviet Union,
and contributed to the decline in the price of oil and the level of drilling
activity. Although the economy in the United States has experienced one of its
longest periods of growth in recent history, the continued strength of the
United States economy cannot be assured. If the United States or European
economies were to begin to decline or if the economies of South America or Asia
were to experience further material problems, the demand and price for oil and
gas and our products and services could again adversely affect our revenues and
income. We have assumed that a worldwide recession or a material downturn in the
United States economy will not occur.
CURRENCY FLUCTUATIONS COULD HAVE A MATERIAL ADVERSE FINANCIAL IMPACT.
A material decline in currency rates in our markets could affect our future
results as well as affect the carrying values of our assets. World currencies
have been subject to much volatility. Our forward-looking statements assume no
material impact from changes in currencies.
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CHANGES IN GLOBAL TRADE POLICIES COULD ADVERSELY IMPACT OPERATIONS.
Changes in global trade policies in our markets could impact our operations
in these markets. We have assumed that there will be no material adverse changes
in global trading policies that affect our business.
UNEXPECTED LITIGATION AND LEGAL DISPUTES COULD HAVE A MATERIAL ADVERSE FINANCIAL
IMPACT.
If we experience unexpected litigation or unexpected results in our
existing litigation having a material effect on results, the accuracy of the
forward-looking statements would be affected. Our forward-looking statements
assume that there will be no such unexpected litigation or results.
Finally, our future results will depend upon various other risks and
uncertainties, including, but not limited to, those detailed in our other
filings with the SEC. For additional information regarding risks and
uncertainties, see our other current year filings with the SEC under the
Securities Exchange Act of 1934 and the Securities Act of 1933. We will
generally update our assumptions in our filings as circumstances require.
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RISK FACTORS
An potential investor should consider carefully all of the specific factors
described below, as well as the other information included and incorporated in
this prospectus by reference, before making an investment decision.
THE EXCHANGE OF EXCHANGEABLE SHARES IS TAXABLE.
The exchange of Exchangeable Shares for our common stock is generally a
taxable event in Canada and the United States. A holder's tax consequences can
vary depending on a number of factors, including the residency of the holder,
the method of the exchange (put, retraction or redemption) and the length of
time that the Exchangeable Shares were held before the exchange.
THE MARKET PRICE OF EXCHANGEABLE SHARES MAY DIFFER FROM THE MARKET PRICE OF
COMMON STOCK.
The Toronto Stock Exchange has approved the listing of the Exchangeable
Shares, and our common stock is listed on the New York Stock Exchange. The
Exchangeable Shares will trade at prices based on the market for such shares on
The Toronto Stock Exchange and the shares of common stock will trade at prices
based upon the market for such shares on the New York Stock Exchange.
The Exchangeable Shares are intended to be the economic equivalent of
common stock in that, through various contractual arrangements, each
Exchangeable Share is entitled to the same voting, dividend and liquidation
rights as one share of common stock and is exchangeable at any time for one
share of common stock. However, the market prices at which Exchangeable Shares
and common stock trade may be different due to exchange rates, trading volumes
and liquidity, and differences between the exchanges and markets in which they
are traded.
HOLDERS MAY HAVE TO LIMIT INVESTMENT IF EXCHANGEABLE SHARES BECOME FOREIGN
PROPERTY.
So long as the Exchangeable Shares are listed on a prescribed stock
exchange in Canada (which currently includes The Toronto Stock Exchange) and the
only property of Services is the redeemable retractable preferred shares of
Weatherford Canada Limited ("WCL"), and the shares of WCL do not derive their
value, directly or indirectly, primarily from foreign property, the Exchangeable
Shares will not be foreign property under the Income Tax Act(Canada) (the
"Canadian Tax Act") for trusts governed by registered pension plans, registered
retirement savings plans, registered retirement income funds and deferred profit
sharing plans or certain other tax-exempt persons.
Our common stock will be foreign property for such plans or persons, and
there can be no assurances that the Exchangeable Shares will continue not to be
foreign property. Concerning our common stock and, if the Exchangeable Shares
were to become foreign property, the plans, funds and tax-exempt persons listed
above would have to limit their investment in such stock or shares or risk
incurring penalties under the Canadian Tax Act.
HOLDERS MAY BE REQUIRED TO MAKE AN ELECTION TO AVOID FUTURE UNITED STATES TAXES.
While there can be no assurance with respect to the classification, for
United States federal income tax purposes, of either Alpine or Services as a
passive foreign investment company, known as "PFIC," each of Alpine and Services
believes that it did not constitute a PFIC during its taxable years ending
before the Combination. Presently, we intend to cause Alpine and Services to
avoid PFIC status in the future, although there can be no assurance that we will
be able to do so or that our intent will not change. A determination of the
foreign corporation's status as a PFIC cannot be made until the close of the
taxable year. Services intends to monitor its status regularly, and promptly
following the end of each taxable year, Services will notify United States
holders of Exchangeable Shares if it believes that Services was a PFIC for that
taxable year.
If Services becomes a PFIC during a United States holder's holding period
for Exchangeable Shares, and the United States holder does not make an election
to treat Services as a qualified electing fund under
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Section 1295 of the United States Internal Revenue Code, then a United States
holder may be subject to additional tax and interest on excess distributions
with respect to, and gains from the disposition of, the Exchangeable Shares.
LOW PRICES FOR OIL ADVERSELY AFFECT THE DEMAND FOR OUR PRODUCTS AND SERVICES.
Low oil prices adversely affect demand throughout the oil and natural gas
industry, including the demand for our products and services. As prices decline,
we are affected in two significant ways. First, the funds available to our
customers for the purchase of goods and services declines. Second, exploration
and drilling activity declines as marginally profitable projects become
uneconomic and either are delayed or eliminated. Accordingly, when oil prices
are relatively low, our revenues and income will be adversely affected. Despite
the increases in the price of oil during 1999, the market conditions existing in
1998 and 1999 affected our business in various ways. Our drilling and
intervention services business experienced declines in line with the general
reduction in industry activity. Our completion systems business experienced
declines corresponding to the lower activity levels, with the greatest declines
outside the United States markets. Our artificial lift business, which is
heavily dependent on North American production, experienced continuous declines
in revenue throughout 1998 and the first quarter of 1999. Our compression
services business has only been marginally affected by the declines in market
conditions because its business is based on levels of natural gas development
and production, which has been more stable than oil production. Our compression
business is subject to price competition in North America.
CUSTOMER CREDIT RISKS
Substantially all of our customers are engaged in the energy industry. This
concentration of customers may impact our overall exposure to credit risk,
either positively or negatively, in that customers may be similarly affected by
changes in economic and industry conditions. Many of our customers slowed the
payment of their accounts in 1999 in light of then current industry conditions
and others have experienced greater financial difficulties in meeting their
payment terms. We perform ongoing credit evaluations of our customers and do not
generally require collateral in support of our trade receivables. We maintain
reserves for potential credit losses, and actual losses have historically been
within our expectations.
DISRUPTIONS IN FOREIGN OPERATIONS COULD ADVERSELY AFFECT OUR INCOME.
Like most multinational oilfield service companies, we have operations in
certain international areas, including parts of the Middle East, North and West
Africa, Latin America, the Asia-Pacific region and the Commonwealth of
Independent States (CIS), that are inherently subject to risks of war, local
economic conditions, political disruption, civil disturbance and policies that
may:
- disrupt our operations and oil and gas exploration and production
activities generally;
- restrict the movement of funds;
- lead to U.S. government or international sanctions; and
- limit access to markets for periods of time.
Historically, the economic impact of such disruptions has been temporary,
and oil and gas exploration and production activities have resumed eventually in
relation to market forces. Certain areas, including the CIS, Algeria, Nigeria,
parts of the Middle East, the Asia-Pacific region and Latin America, have been
subjected to political disruption which has negatively impacted results of
operations following such events. Disruptions may occur in our foreign
operations, and losses may occur that will not be covered by insurance.
OUR PRODUCTS AND SERVICES ARE SUBJECT TO OPERATIONAL, LITIGATION AND
ENVIRONMENTAL RISKS.
Our products are used for the exploration and production of oil and natural
gas. These operations are subject to hazards inherent in the oil and gas
industry that can cause personal injury or loss of life,
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damage to or destruction of property, equipment, the environment and marine
life, and suspension of operations. These hazards include fires, explosions,
craterings, blowouts and oil spills. Litigation arising from an accident at a
location where our products or services are used or provided may result in our
being named as a defendant in lawsuits asserting potentially large claims.
In the ordinary course of business, we become the subject of various claims
and litigation. We maintain insurance to cover many of our potential losses and
we are subject to various self-retentions and deductibles with respect to our
insurance. Although we are subject to various ongoing items of litigation, we do
not believe that any of the items of litigation that we are currently subject to
will result in any material uninsured losses to us. It is, however, possible
that an unexpected judgment could be rendered against us in cases in which we
could be uninsured and beyond the amounts that we currently have reserved or
anticipate incurring for that matter.
We are also subject to various federal, state and local laws and
regulations relating to the energy industry in general and the environment in
particular. Environmental laws have in recent years become more stringent and
have generally sought to impose greater liability on a larger number of
potentially responsible parties. While we are not currently aware of any
situation involving an environmental claim that would likely have a material
adverse effect on our business, it is always possible that an environmental
claim with respect to one or more of our current businesses or a business or
property that one of our predecessors owned or used could arise that could
involve the expenditure of a material amount of funds.
CURRENCY DEVALUATION AND FLUCTUATION RISKS.
A single European currency (the Euro) was introduced on January 1, 1999, at
which time the conversion rates between legacy currencies and the Euro were set
for 11 participating member countries. However, the legacy currencies in those
countries will continue to be used as legal tender through January 1, 2002.
Thereafter, the legacy currencies will be canceled, and the Euro bills and coins
will be used in the 11 participating countries. We continue to evaluate the
effect of the Euro on our business operations; however, we do not foresee that
the transition to the Euro will have a significant impact.
Approximately 45% to 50% of our net assets are located outside the United
States and are carried on our books in local currencies. Changes in those
currencies in relation to the U.S. dollar result in translation adjustments
which are reflected as accumulated other comprehensive loss in the stockholders'
equity section on our balance sheet.
OUR COMMON STOCK HAS FLUCTUATED HISTORICALLY.
Historically, and in the past year in particular, the market price of
common stock of companies engaged in the oil and gas industry has been highly
volatile. Likewise, the market price of our common stock has varied
significantly in the past. News announcements and changes in oil and natural gas
prices, changes in the demand for oil and natural gas exploration and changes in
the supply and demand for oil and natural gas have all been factors that have
affected the price of our common stock.
NO PROCEEDS
The common stock offered hereby are issuable on exchange or redemption of
Exchangeable Shares. We will not receive any cash proceeds on exchange or
redemption of the Exchangeable Shares.
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DESCRIPTION OF CAPITAL STOCK
As of the date of this prospectus, we are authorized to issue up to
250,000,000 shares of common stock, par value $1.00 per share, and up to
3,000,000 shares of preferred stock, par value $1.00 per share. As of June 30,
2000, we had 109,189,461 shares of common stock and no shares of preferred stock
outstanding. As of that date, we also had approximately 28.2 million shares of
common stock reserved for issuance in connection with options or other awards
outstanding under various employee or director incentive, compensation and
option plans, and for issuance pursuant to conversions of our 5% Convertible
Subordinated Preferred Equivalent Debentures due 2027 and our Zero Coupon
Convertible Senior Debentures due 2020. In connection with the Combination, we
will issue one share of a new series of Preferred Stock that will be issued to a
trustee and will, in effect, give holders of Exchangeable Shares the same
voting, liquidation and dividend rights as a holder of our common stock.
The following is a summary of the key terms and provisions of our equity
securities. You should refer to the applicable provisions of our certificate of
incorporation, as amended, our bylaws, the Delaware General Corporation Law and
the documents we have incorporated by reference for a complete statement of the
terms and rights of our capital stock.
COMMON STOCK
Subject to the rights of the holders of any outstanding shares of our
preferred stock that may be outstanding from time to time and to those rights
provided by law:
- dividends may be declared and paid or set apart for payment upon our
common stock out of any of our assets or funds legally available for the
payment of dividends and may be payable in cash, stock or otherwise;
- the holders of our common stock have the exclusive right to vote for the
election of directors and, except as provided below, on all other matters
requiring stockholder action generally, with each share being entitled to
one vote; and
- upon our voluntary or involuntary liquidation, dissolution or winding up,
our net assets will be distributed pro rata to the holders of our common
stock in accordance with their respective rights and interests to the
exclusion of the holders of any outstanding shares of our preferred
stock.
Although the holders of our common stock are generally entitled to vote for
the approval of amendments to our certificate of incorporation, an amendment to
our certificate of incorporation that would solely modify or change the relative
powers, preferences and rights and the qualifications or restrictions of any
issued shares of any series of our preferred stock then outstanding generally
would not require a vote by our common stockholders.
Holders of our common stock do not have any cumulative voting, redemption
or conversion rights and have no preemptive rights to subscribe for, purchase or
receive any class of our shares or our other securities. Holders of our common
stock have no fixed dividend rights. Dividends may be declared by our board of
directors at its discretion depending on various factors, although no dividends
are anticipated for the foreseeable future.
Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by us of stock or any transaction from which
the director derived an improper personal benefit. Our certificate of
incorporation, as amended, provides that our directors are not liable to the
Company or its stockholders for monetary damages for breach of their fiduciary
duty, subject to the above described exceptions specified by Delaware law.
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As a Delaware corporation, we are subject to Section 203 of the Delaware
General Corporation Law (the "DGCL"). In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% or more of a
corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with the Company for three years following the time
such person became an interested stockholder unless:
- before such person became an interested stockholder, our board of
directors approved the transaction in which the interested stockholder
became an interested stockholder or approved the business combination;
- upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owns at
least 85% of our voting stock outstanding at the time the transaction
commenced (excluding stock held by our directors who are also officers
and by our employee stock plans, if any, that do not provide employees
with the rights to determine confidentiality whether shares held subject
to the plan will be tendered in a tender or exchange offer); or
- following the transaction in which such person became an interested
stockholder, the business combination is approved by our board of
directors and authorized at a meeting of our stockholders by the
affirmative vote of the holders of two-thirds of our outstanding voting
stock not owned by the interested stockholder. Under Section 203, the
restrictions described above also do not apply to certain business
combinations proposed by an interested stockholder following the
announcement or notification of one of certain extraordinary transactions
involving the Company and a person who had not been an interested
stockholder during the previous three years or who became an interested
stockholder with the approval of a majority of our directors, if such
extraordinary transaction is approved or not opposed by a majority of our
directors who were directors prior to any person becoming an interested
stockholder during the previous three years or were recommended for
election or elected to succeed such directors by a majority of such
directors.
The Registrar and Transfer Agent for our common stock is American Stock
Transfer and Trust Company, New York, New York.
PREFERRED STOCK
Our board of directors can, without approval of our stockholders, issue one
or more series of preferred stock and determine the number of shares of each
series and the rights, preferences and limitations of each series by appropriate
board resolutions. The following description of the terms of the preferred stock
sets forth some of the general terms and provisions of our authorized preferred
stock. If we offer preferred stock, the terms may include the following:
- the series, the number of shares offered and the liquidation value of the
preferred stock;
- the price at which the preferred stock will be issued;
- the dividend rate, if any, the dates on which the dividends will be
payable and other terms relating to the payment of dividends on the
preferred stock;
- the liquidation preference of the preferred stock;
- the voting rights of the preferred stock;
- whether the preferred stock is redeemable, optionally or mandatorily, or
subject to a sinking fund, and the terms of any redemption or sinking
fund;
- whether the preferred stock is convertible into, or exchangeable for, any
other securities, and the terms of any conversion; and
- any additional rights, preferences, qualifications, limitations and
restrictions of the preferred stock.
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This description of the terms of the preferred stock is not complete and
will be subject to and qualified by the certificate of designation relating to
any applicable series of preferred stock.
Undesignated preferred stock may enable our board of directors to render
more difficult or to discourage an attempt to obtain control of us by means of a
tender offer, proxy contest, merger or otherwise, and to thereby protect the
continuity of our management. As a result, the issuance of shares of a series of
preferred stock may discourage bids for our common stock or may otherwise
adversely affect the market price of our common stock or any other of our
preferred stock. The issuance of shares of preferred stock may also adversely
affect the rights of the holders of our common stock. For example, any preferred
stock issued may rank prior to our common stock as to dividend rights,
liquidation preference or both, may have full or limited voting rights and may
be convertible into shares of common stock or other securities.
PLAN OF DISTRIBUTION
Under the terms of a plan of arrangement and in connection with the
Combination, Services will issue up to 1,500,000 Exchangeable Share in exchange
for all outstanding Alpine common shares. Alpine common shareholders who
properly exercised their rights of dissent were not issued any Exchangeable
Shares and have been or will be paid fair value for their Alpine common shares.
Our common stock may be issued to holders of Exchangeable Shares through the
holder's election, Services' redemption, or Services' or our liquidation.
ELECTION OF HOLDERS TO RETRACT OR PUT EXCHANGEABLE SHARES
Holders of Exchangeable Shares may elect at any time to have any or all of
their Exchangeable Shares exchanged for an equal number of shares of our common
stock, plus an additional amount equivalent to all declared and unpaid dividends
on such Exchangeable Shares. The holder's exercise of this election right may be
effected by a retraction, if the holder requires Services to purchase the
Exchangeable Shares, or an exchange put, if the holder requires us to purchase
the Exchangeable Shares. In either case the purchase price may be paid to the
holder in our common stock.
Holders of Exchangeable Shares may retract by presenting to Services or its
transfer agent the certificates representing the number of Exchangeable Shares
the holder desires to retract, together with a signed notice of retraction
specifying the number of Exchangeable Shares the holder wishes to retract and
the date the holder desires to receive the common stock, and acknowledging our
overriding right to purchase the Exchangeable Shares submitted for retraction,
as described below. This retraction date must be a business day between five and
ten business days after Services receives the notice of retraction. The transfer
agent may require the holder to submit additional documents to complete the
retraction.
Upon receipt of the Exchangeable Share certificates, the notice of
retraction and other required documentation from the holder, Services will
immediately notify us of such retraction request. We will then have two business
days to decide to exercise our retraction call right to purchase all of the
Exchangeable Shares submitted by the holder. If we do not advise Services within
that two business day period of our decision to exercise this retraction call
right, Services will notify the holder as soon as possible thereafter that we
will not exercise such right. A holder may revoke his or her notice of
retraction at any time before the close of business on the business day before
the retraction date. If the holder does not revoke his or her notice of
retraction, on the retraction date the Exchangeable Shares that the holder has
requested Services to redeem will be acquired by us (assuming we exercise our
retraction call right) or redeemed by Services. In either case the holder will
receive one share of common stock for each Exchangeable Share retracted, plus an
additional amount equivalent to all declared and unpaid dividends on
Exchangeable Shares. We or Services, as the case may be, will be entitled to
liquidate some of the common stock otherwise deliverable to the holder to fund
any statutory withholding tax obligation.
In lieu of a retraction, holders of Exchangeable Shares may put their
Exchangeable Shares to us in exchange for an equal number of shares common
stock, plus an additional amount equivalent to all
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declared and unpaid dividends on such Exchangeable Shares, by presenting to the
Trustee the certificates representing the number of Exchangeable Shares the
holder desires to put, together with a signed notice of put exercise specifying
the number of Exchangeable Shares the holder wishes to put, and such other
documents and instruments as may be required to effect a transfer of
Exchangeable Shares under the Business Corporations Act (Alberta) and the bylaws
of Services. The Trustee may require the holder to submit additional documents
to complete the put.
Upon receipt by the Trustee of the Exchangeable Share certificates, the
notice of put and other required documentation from the holder, the Trustee will
deliver (subject to receipt from Weatherford) to the holder one share of common
stock for each Exchangeable Share retracted, plus an additional amount
equivalent to all declared and unpaid dividends on Exchangeable Shares. We will
be entitled to liquidate some of the common stock otherwise deliverable to the
holder to fund any statutory withholding tax obligation.
REDEMPTION OF EXCHANGEABLE SHARES
Subject to our redemption call right described below, Services must redeem
all of the then outstanding Exchangeable Shares in exchange for an equal number
of shares of common stock, plus an additional amount equivalent to all declared
and unpaid dividends on Exchangeable Shares, on the automatic redemption date.
The automatic redemption date is expected to be (i) August 10, 2010 or (ii) a
later date specified by the Services board of directors (no later than the
August 10, 2014), or (iii) an earlier date specified by the Services board of
directors if there are fewer than 250,000 Exchangeable Shares outstanding.
We have a redemption call right to purchase on the automatic redemption
date all of the outstanding Exchangeable Shares. Services will, at least 120
days before the automatic redemption date, provide the registered holders of
Exchangeable Shares with written notice of its proposed redemption or our
purchase of the Exchangeable Shares. This notice will set out the formula for
determining the number of shares of common stock to be received by holders of
Exchangeable Shares and the automatic redemption date.
We or Services, as the case may be, will be entitled to liquidate some of
the common stock otherwise deliverable to the holder to fund any statutory
withholding tax obligation.
LIQUIDATION OF SERVICES
If Services liquidates, dissolves or winds up its affairs, holders of the
Exchangeable Shares have preferential rights to receive one share of common
stock for each Exchangeable Share they hold, plus an additional amount
equivalent to all declared and unpaid dividends on such Exchangeable Shares. If
Services proposes to liquidate, dissolve or wind up its affairs, we have the
right to purchase all of the outstanding Exchangeable Shares from the holders
thereof on the last business day prior to the effective time of any such event.
On or promptly after the effective time of any Services liquidation,
dissolution or winding up, holders of the Exchangeable Shares must surrender
their certificates representing such shares, together with any other documents
required by the transfer agent, to Services' registered office or transfer
agent. If we exercises our purchase rights, such delivery must be made to the
transfer agent. In either case, upon receipt of the certificates and other
required documents, we or Services, as the case may be, will deliver or cause to
be delivered to the holders one share of common stock for each outstanding
Exchangeable Share, plus an additional amount equivalent to all declared and
unpaid dividends on such Exchangeable Shares. Services may require the holder to
pick up the common stock at Services' registered office. We or Services, as the
case may be, will be entitled to liquidate some of the common stock otherwise
deliverable to the holder to fund any statutory withholding tax obligation.
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LIQUIDATION OF WEATHERFORD
Upon the occurrence of a Weatherford liquidation event (as described
below), in order for the holders of the Exchangeable Shares to participate on a
pro rata basis with the holders of common stock, each holder of Exchangeable
Shares will automatically receive in exchange therefor an equivalent number of
shares of common stock, plus an additional amount equivalent to all declared and
unpaid dividends on such Exchangeable Shares. A Weatherford liquidation event
means:
- any determination by our board of directors to institute voluntary
liquidation, dissolution, or winding-up proceedings with respect to us or
to effect any other distribution of our assets among our stockholders for
the purpose of winding up our affairs; or
- our receipt of notice of, our otherwise becoming aware of, any threatened
or instituted claim, suit, petition or proceedings with respect to our
involuntary liquidation, dissolution or winding-up or to effect any other
distribution of our assets among our stockholders for the purpose of
winding up our affairs.
To effect the automatic exchange of Exchangeable Shares for shares of
common stock, we will be deemed to have purchased each Exchangeable Share
outstanding immediately before the Weatherford liquidation event. Upon a
holder's request and surrender of Exchangeable Share certificates, endorsed in
blank and accompanied by such instruments of transfer as we may reasonably
require, we will deliver to such holder certificates representing an equivalent
number of shares of common stock, plus an additional amount equivalent to all
declared and unpaid dividends on such Exchangeable Shares. We will be entitled
to liquidate some of the common stock otherwise deliverable to the holder to
fund any statutory withholding tax obligation.
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
FOR FORMER ALPINE SHAREHOLDERS
The following is a summary of the principal Canadian federal income tax
considerations, as of the date of this prospectus generally applicable to former
Alpine shareholders who at all relevant times, for purposes of the Canadian Tax
Act, hold their Exchangeable Shares and shares of Weatherford common stock as
capital property and deal at arm's length with, and are not affiliated with,
Alpine or Weatherford. This discussion does not apply to a holder with respect
to whom Weatherford is a foreign affiliate within the meaning of the Canadian
Tax Act.
All former Alpine shareholders should consult their own tax advisors as to
whether, as a matter of fact, they hold their Exchangeable Shares and shares of
Weatherford common stock as capital property for the purposes of the Canadian
Tax Act. The "mark-to-market" rules of the Canadian Tax Act relating to
financial institutions (including financial institutions, registered securities
dealers and corporations controlled by one or more of the foregoing) will
preclude such financial institutions from treating their Exchangeable Shares and
shares of Weatherford common stock as capital property for purposes of the
Canadian Tax Act. This discussion does not take into account the mark-to-market
rules, and former Alpine shareholders that are financial institutions for the
purposes of these rules should consult their own tax advisors to determine the
tax consequences to them of the Combination.
This discussion is based on the current provisions of the Canadian Tax Act
and the regulations thereunder, the current provisions of the Canada-United
States Income Tax Convention, and counsel's understanding of the current
published administrative practices of Revenue Canada. This discussion takes into
account all specific proposals to amend the Canadian Tax Act and the regulations
thereunder that have been publicly announced by or on behalf of the Canadian
Minister of Finance before the date hereof and assumes that all such proposed
amendments will be enacted in their present form. No assurances can be given
that the proposed amendments will be enacted in the form proposed, if at all;
however, the Canadian federal income tax considerations generally applicable to
a former Alpine shareholder with
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respect to the combination of Alpine, Services and Weatherford will not be
different in a material adverse way if the proposed amendments are not enacted.
Except for the foregoing, this discussion does not take into account or
anticipate any changes in law, whether by legislative, administrative or
judicial decision or action, nor does it take into account provincial,
territorial or foreign income tax legislation or considerations which may differ
from the Canadian federal income tax considerations described herein.
THIS DISCUSSION IS OF A GENERAL NATURE ONLY. THEREFORE, FORMER ALPINE
SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THEIR
PARTICULAR CIRCUMSTANCES. NO ADVANCE INCOME TAX RULING HAS BEEN OBTAINED FROM
REVENUE CANADA TO CONFIRM THE TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS
DESCRIBED HEREIN.
CONVERSION FROM U.S. DOLLARS TO CANADIAN DOLLARS
For purposes of the Canadian Tax Act, all amounts relating to the
acquisition, holding or disposition of shares of Weatherford common stock,
including dividends, adjusted cost base and proceeds of disposition, must be
converted into Canadian dollars based on the prevailing United States dollar
exchange rate at the time such amounts arise. In computing a shareholder's
liability for tax under the Canadian Tax Act, any cash amounts received by a
shareholder in United States dollars must be converted into the Canadian dollar
equivalent, and the amount of any non-share consideration received by a
shareholder must be expressed in Canadian dollars at the time such consideration
is received.
SHAREHOLDERS RESIDENT IN CANADA
The following portion of this discussion is generally applicable to holders
of Exchangeable Shares who, for the purposes of the Canadian Tax Act and any
applicable income tax treaty or convention, are resident or deemed to be
resident in Canada at all relevant times. Certain of such persons to whom the
former Alpine common shares might not constitute capital property may elect, in
certain circumstances, to have such property treated as capital property by
making the irrevocable election permitted by subsection 39(4) of the Canadian
Tax Act.
Retraction of Exchangeable Shares with Services; Redemption of Exchangeable
Shares by Services. On the retraction or redemption of a Exchangeable Share with
or by Services, the holder of a Exchangeable Share will be deemed to have
received a dividend equal to the amount, if any, by which the proceeds exceed
the paid-up capital at the time of the Exchangeable Share redemption. For these
purposes, the proceeds will be the fair market value at the time of the
retraction or redemption of the shares of Weatherford common stock received from
Services plus the amount, if any, of all accrued but unpaid dividends on the
Exchangeable Shares paid on the retraction or redemption. The amount of such
deemed dividend generally will be subject to the same tax treatment accorded to
dividends on the Exchangeable Shares as described below. On the retraction or
redemption, the holder of a Exchangeable Share will also be considered to have
disposed of the Exchangeable Share, but the amount of such deemed dividend will
be excluded in computing the shareholder's proceeds of disposition for purposes
of computing any capital gain or capital loss arising on the disposition. In the
case of a shareholder that is a corporation, in some circumstances, the amount
of any such deemed dividend may be treated as proceeds of disposition and not as
a dividend.
Exchange of Exchangeable Shares with Weatherford. Because of Weatherford's
retraction call right and redemption call right, an exchange with Weatherford
results in Weatherford's purchase of the Exchangeable Shares. The holder will
generally realize a capital gain (or a capital loss) equal to the amount by
which the proceeds of disposition of the Exchangeable Shares, net of any
reasonable costs of disposition, exceed (or are less than) the adjusted cost
base to the holder of the Exchangeable Shares immediately before the exchange.
For these purposes, the proceeds of disposition will be the fair market value at
the time of exchange of the shares of Weatherford common stock plus any other
amount received by the holder from Weatherford as part of the exchange
consideration. The taxation of capital gains and capital losses is described
below.
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Taxation of Capital Gains and Capital Losses. Three-quarters of any capital
gain ("taxable capital gain") must be included in a shareholder's income for the
year of disposition. Three-quarters of any capital loss ("allowable capital
loss") generally must be deducted by the holder from taxable capital gains for
the year of disposition. Any allowable capital losses in excess of taxable
capital gains for the year of disposition generally may be carried back up to
three taxation years or carried forward indefinitely and deducted against net
taxable capital gains (taxable capital gains less allowable capital losses) in
such other years to the extent and under the circumstances described in the
Canadian Tax Act.
Pursuant to certain proposals in the February 28, 2000 Canadian Federal
Budget (the "Budget"), the portion of capital gains or losses realized by a
shareholder which is required to be included in income or may be deducted from
taxable capital gains, respectively, will be decreased from three-quarters to
two-thirds for those gains or losses realized after February 27, 2000, subject
to the appropriate adjustments of the inclusion rate in accordance with the
budget.
Capital gains realized by an individual or trust, other than other certain
specified trusts, may give rise to alternative minimum tax under the Canadian
Tax Act.
A shareholder that is throughout the relevant taxation year a
"Canadian-controlled private corporation" (as defined in the Canadian Tax Act)
may be liable to pay an additional refundable tax of 6 2/3% on its "aggregate
investment income" for the year which will include an amount in respect to
taxable capital gains.
If the holder of an Exchangeable Share is a corporation, the amount of any
capital loss arising from a disposition or deemed disposition of such share may
be reduced by the amount of dividends received or deemed to have been received
by it on such share to the extent and under circumstances prescribed by the
Canadian Tax Act. Similar rules may apply where a corporation is a member of a
partnership or a beneficiary of a trust that owns Exchangeable Shares or where a
trust or partnership of which a corporation is a beneficiary or a member is a
member of a partnership or a beneficiary of a trust that owns Exchangeable
Shares. Shareholders to whom these rules may be relevant should consult their
own tax advisors.
Dividends on Exchangeable Shares. In the case of a shareholder who is an
individual, dividends received or deemed to be received on the Exchangeable
Shares will be included in computing the shareholder's income, and will be
subject to the gross-up and dividend tax credit rules normally applicable to
taxable dividends received from taxable Canadian corporations.
In the case of a shareholder that is a corporation other than a "specified
financial institution" (as defined in the Canadian Tax Act), dividends received
or deemed to be received on the Exchangeable Shares normally will be included in
the corporation's income and deductible in computing its taxable income.
A shareholder that is a "private corporation" (as defined in the Canadian
Tax Act) or any other corporation resident in Canada and controlled or deemed to
be controlled by or for the benefit of an individual or a related group of
individuals may be liable under Part IV of the Canadian Tax Act to pay a
refundable tax 33 1/3% of dividends received or deemed to be received on the
Exchangeable Shares to the extent that such dividends are deductible in
computing the shareholder's taxable income.
The Exchangeable Shares will be "term preferred shares" as defined in the
Canadian Tax Act. Consequently, in the case of a shareholder that is a specified
financial institution, such a dividend will be deductible in computing its
taxable income only if:
(i) the specified financial institution did not acquire the
Exchangeable Shares in the ordinary course of the business carried on by
such institution; or
(ii) in any case, at the time the dividend is received by the
specified financial institution, the Exchangeable Shares are listed on a
prescribed stock exchange in Canada (which currently includes The Toronto
Stock Exchange) and the specified financial institution, either alone or
together with
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persons with whom it does not deal at arm's length, does not receive (or is
not deemed to receive) dividends in respect of more than 10% of the issued
and outstanding Exchangeable Shares.
In addition, to the extent that a deemed dividend arises on the redemption
of the Exchangeable Shares by Services, a portion of the dividend may not be
subject to the denial of dividend deduction applicable in respect of term
preferred shares in accordance with the exceptions outlined above. Specified
financial institutions should consult their own tax advisors.
A shareholder that is throughout the relevant taxation year a
"Canadian-controlled private corporation" (as defined in the Canadian Tax Act)
may be liable to pay an additional refundable tax of 6 2/3% on its "aggregate
investment income" for the year which will include dividends or deemed dividends
that are not deductible in computing taxable income.
The Exchangeable Shares will be "taxable preferred shares" and "short-term
preferred shares" for purpose of the Canadian Tax Act. Accordingly, Services
will be subject to a 66 2/3% tax under Part VI.1 of the Canadian Tax Act on
dividends (other than "excluded dividends" as defined in the Canadian Tax Act)
paid or deemed to be paid on the Exchangeable Shares and will be entitled to
deduct an amount equal to 9/4 of the tax so payable in computing its taxable
income for purposes of the Canadian Tax Act. Dividends received or deemed to be
received on the Exchangeable Shares will not be subject to the 10% tax under
Part IV.1 of the Canadian Tax Act applicable to certain corporations.
Dividends on Weatherford Common Stock. Dividends on shares of Weatherford
common stock will be included in the recipient's income for the purposes of the
Canadian Tax Act. Such dividends received by an individual shareholder will not
be subject to the gross-up and dividend tax credit rules in the Canadian Tax
Act. A shareholder that is a corporation will include such dividends in
computing its income and generally will not be entitled to deduct the amount of
such dividends in computing its taxable income. A shareholder that is throughout
the relevant taxation year a "Canadian-controlled private corporation" (as
defined in the Canadian Tax Act) may be liable to pay an additional refundable
tax of 6 2/3% on its "aggregate investment income" for the year which will
include such dividends. United States non-resident withholding tax on such
dividends will be eligible for foreign tax credit or deduction treatment, where
applicable, under the Canadian Tax Act. See "United States Federal Income Tax
Considerations to Former Alpine Shareholders -- Shareholders Not Resident in or
Citizens of the United States."
Disposition of Shares of Weatherford Common Stock. The cost of a share of
Weatherford common stock received on a retraction, redemption or exchange of a
Exchangeable Share will be equal to the fair market value of such share at the
time of such event. The adjusted cost base to a holder of shares of Weatherford
common stock acquired on a retraction, redemption or exchange of a Exchangeable
Share will be determined by averaging the cost of such share with the adjusted
cost base of all other shares of Weatherford common stock held by such holder as
capital property immediately before the retraction, redemption or exchange, as
the case may be. A disposition or deemed disposition of a share of Weatherford
common stock by a holder will generally result in a capital gain (or a capital
loss) equal to the amount by which the proceeds of disposition, net of any
reasonable costs of disposition, exceed (or are less than) the adjusted cost
base to the holder of such share immediately before the disposition.
Foreign Property Information Reporting. A holder of shares of Weatherford
common stock, who is a "specified Canadian entity" for a taxation year or fiscal
period and whose total cost amount of "specified foreign property," including
such shares, at any time in the year or fiscal period exceeds Cdn$100,000 will
be required to file an information return for the year or period disclosing
prescribed information, including the shareholder's cost amount, any dividends
received in the year, and any gains or losses realized in the year, in respect
of such property. With some exceptions, a taxpayer resident in Canada in the
year will be a specified Canadian entity. A holder of Weatherford common stock
should consult its own advisors about whether it must comply with these rules.
Exchangeable Shares -- Eligibility for Investment in Canada. Provided the
Exchangeable Shares are listed on a prescribed stock exchange in Canada (which
currently includes the Toronto Stock Exchange) and the only property of Services
is the redeemable retractable preferred shares of WCL, and the shares of
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WCL do not derive their value, directly or indirectly, primarily from foreign
property within the meaning of the Canadian Tax Act, the Exchangeable Shares
will not be foreign property under the Canadian Tax Act for trusts governed by
registered retirement savings plans, registered retirement income funds and
deferred profit sharing plans, registered pension plans and for certain other
persons to whom Part XI of the Canadian Tax Act applies.
The Exchangeable Shares will be qualified investments under the Canadian
Tax Act for trusts governed by registered retirement savings plans, registered
retirement income funds and deferred profit sharing plans.
Weatherford has indicated that it intends to use its best efforts to cause
Services to maintain the listing of the Exchangeable Shares on The Toronto Stock
Exchange.
Voting Rights and Exchange Rights. The rights of the holders of
Exchangeable Shares to direct the voting of the one share of Alpine special
voting stock held by the Trustee and the rights granted to the Trustee to
exchange Exchangeable Shares for Weatherford common stock in certain
circumstances will not be qualified investments and will be foreign property
under the Canadian Tax Act. However, each of Weatherford and Services is of the
view that the fair market value of these rights is nominal.
Weatherford Common Stock. The Weatherford common stock will be a qualified
investment under the Canadian Tax Act for trusts governed by registered
retirement savings plans, registered retirement income funds and deferred profit
sharing plans provided such shares remain listed on the New York Stock Exchange
or another prescribed stock exchange. The Weatherford common stock will be
foreign property under the Canadian Tax Act.
SHAREHOLDERS NOT RESIDENT IN CANADA
The following portion of the discussion is applicable to former Alpine
shareholders who, for purposes of the Canadian Tax Act and any applicable tax
treaty or convention, have not been and will not be resident or deemed to be
resident in Canada at any time while they have held Alpine common shares or
Exchangeable Shares or will hold shares of Weatherford common stock and, except
as specifically discussed below, to whom such shares are not "taxable Canadian
property" (as defined in the Canadian Tax Act and the proposed amendments) and,
in the case of a non-resident of Canada who carries on an insurance business in
Canada and elsewhere, such shares are not "designated insurance property" as
defined in the Canadian Tax Act.
Generally, Exchangeable Shares will not be taxable Canadian property at a
particular time provided that:
(i) such shares are listed on a prescribed stock exchange (which
exchanges currently include The Toronto Stock Exchange);
(ii) the holder does not use or hold, and is not deemed to use or
hold, the Exchangeable Shares in connection with carrying on a business in
Canada; and
(iii) the holder, persons with whom such holder does not deal at arm's
length, or the holder and such persons, has not owned (or had under option)
25% or more of the issued shares of any class or series of the capital
stock of Alpine or Services at any time within five years preceding the
particular time.
The shares of Weatherford will not be taxable Canadian property at a
particular time provided that the holder does not use or hold, and is not deemed
to use or hold, the shares of Weatherford common stock in connection with
carrying on a business in Canada. In the case of Services, even if the holder
exceeds the 25% threshold referred to above with respect to the Exchangeable
Shares, such shares may not be taxable Canadian property. At the time of
disposition such holder should consult its own tax advisors to determine whether
the Exchangeable Shares constitute taxable Canadian property at that time. The
Toronto Stock Exchange has conditionally approved the listing of the
Exchangeable Shares.
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Provided the Exchangeable Shares or shares of Weatherford common stock are
not taxable Canadian property to the holder, the holder will not be subject to
tax under the Canadian Tax Act on the exchange of a Exchangeable Share for
shares of Weatherford common stock (except to the extent the exchange gives rise
to a deemed dividend discussed below), or on the sale or other disposition of a
Exchangeable Share or share of Weatherford common stock.
Dividends paid or deemed to be paid on the Exchangeable Shares are subject
to non-resident withholding tax under the Canadian Tax Act at the rate of 25%,
although such rate may be reduced under the provisions of an applicable income
tax treaty or convention. For example, under the Canada-United States Income Tax
Convention, the rate is generally reduced to 15% in respect of dividends paid to
a person who is the beneficial owner thereof and who is resident in the United
States for purposes of the Canada-United States Income Tax Convention.
A holder whose Exchangeable Shares are redeemed by Services (either under
Services' redemption right or pursuant to the holder's retraction rights) will
be deemed to receive a dividend as described above under "-- Shareholders
Resident in Canada -- Retraction of Exchangeable Shares with Services;
Redemption of Exchangeable Shares by Services." Any such deemed dividend will be
subject to withholding tax as described above.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
FOR FORMER ALPINE SHAREHOLDERS
The following is a summary of the material United States federal income tax
considerations generally applicable to former Alpine shareholders that are
United States holders and that own Exchangeable Shares and Weatherford common
stock as capital assets. For purposes of this summary, United States holders are
United States citizens or residents (including certain former citizens and
residents), corporations or partnerships organized under the laws of the United
States or any state thereof, any estate subject to United States federal income
tax on its income regardless of source, and any trust if a United States court
is able to exercise primary supervision over the administration of the trust and
one or more United States persons have authority to control all substantial
decisions of the trust.
This summary is based on United States federal income tax law in effect as
of the date of this prospectus. No statutory, judicial, or administrative
authority exists that directly addresses certain of the United States federal
income tax consequences of the issuance and ownership of instruments and rights
comparable to the Exchangeable Shares and the related rights. Consequently, some
aspects of the United States federal income tax treatment of the transactions,
including the ownership of Exchangeable Shares and the exchange of Exchangeable
Shares for shares of Weatherford common stock, are not certain. No advance
income tax ruling from the United States Internal Revenue Service and no opinion
of United States tax counsel has been sought or obtained regarding the tax
consequences of any of the transactions described herein.
This summary does not address aspects of United States taxation other than
United States federal income taxation, nor does it address all aspects of United
States federal income taxation that may be applicable to particular United
States holders, including, without limitation, former holders of Alpine common
shares acquired as a result of the exercise of employee stock options. In
addition, this summary does not address (i) the United States state or local tax
consequences, or (ii) the foreign tax consequences of the Combination of Alpine,
Services, Weatherford and Weatherford Canada Ltd.
UNITED STATES HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT
TO THE UNITED STATES FEDERAL, STATE, AND LOCAL TAX CONSEQUENCES AND THE FOREIGN
TAX CONSEQUENCES OF THE COMBINATION, INCLUDING THE RECEIPT AND OWNERSHIP OF
EXCHANGEABLE SHARES AND THE RELATED RIGHTS AND THE RECEIPT AND OWNERSHIP OF
WEATHERFORD COMMON STOCK.
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EXCHANGE OR REDEMPTION OF EXCHANGEABLE SHARES
It is anticipated that a United States holder that exercises such holder's
rights to exchange, or is subject to a redemption of, the Exchangeable Shares
and the related rights for shares of Weatherford common stock generally will
recognize gain or loss on the receipt of the shares of Weatherford common stock
in exchange for such Exchangeable Shares and the related rights. Such gain or
loss will be equal to the difference between the fair market value of the shares
of Weatherford common stock at the time of the exchange and the United States
holder's tax basis in the Exchangeable Shares and the related rights exchanged.
The gain or loss will be capital gain or loss, except that, with respect to any
declared but unpaid dividends on the Exchangeable Shares, ordinary income may be
recognized by the holder. Capital gain or loss will be long-term capital gain or
loss if the Exchangeable Shares have been held as capital assets for more than
one year at the time of the exchange. Gain realized on the exchange of
Exchangeable Shares for shares of Weatherford common stock generally will be
treated as United States source gain. The United States holder's tax basis in
the shares of Weatherford common stock will be the fair market value of the
shares of Weatherford common stock received by the United States holder in the
exchange. Such holder's holding period will begin on the day after the United
States holder receives the shares of Weatherford common stock.
If a United States holder of Exchangeable Shares owns other shares of
Services at the time of a redemption of the Exchangeable Shares by Services, the
Internal Revenue Service could take the position that the redemption is treated
as a dividend. The amount of any such dividend could be the entire amount of
money or the value of property received in the redemption. The redemption
proceeds would be taxed as ordinary income to the extent of the allocable
current and accumulated earnings and profits of Services, if any, with any
excess treated next as a recovery of basis and then as a capital gain. In
determining whether a United States holder owns other shares of Services, a
holder's directly-owned shares and shares that the holder owns constructively
under Section 318 of the Code must be considered. The rules of constructive
ownership are complex, can produce unexpected results, and depend on each
shareholder's specific facts. Holders of Services stock other than the
Exchangeable Shares, or holders who believe that a person or entity to whom they
are related may hold such shares, directly, indirectly or constructively, should
consult their tax advisors in this regard.
DISTRIBUTIONS ON THE EXCHANGEABLE SHARES
A United States holder of Exchangeable Shares generally will be required to
include dividends paid on the Exchangeable Shares in gross income as ordinary
income to the extent the dividends were paid out of the current or accumulated
earnings and profits of Services, as determined under United States federal
income tax principles. Such dividends generally will be treated as foreign
source passive income for foreign income tax credit limitation purposes. Under
the Canada-United States Income Tax Convention, such distributions will be
subject to Canadian withholding tax at a rate of 15%. Subject to certain
limitations of United States federal income tax law, a United States holder
generally should be entitled to credit such withholding tax against such
holder's United States federal income tax liability or to deduct such tax in
computing United States taxable income.
PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS
For United States federal income tax purposes, a foreign corporation
generally will be classified as a passive foreign investment company, known as a
"PFIC," for any taxable year during which either (i) 75% or more of its gross
income is passive income (as defined for United States federal income tax
purposes) or (ii) on average for such taxable year, 50% or more of its assets
produce or are held for the production of passive income. For purposes of
applying the foregoing tests, the assets and gross income of corporations with
respect to which the foreign corporation owns at least 25% of the value of the
stock will be attributed to the foreign corporation. Passive income does not
include, however, dividends received by the foreign corporation from a related
person to the extent such dividends are properly allocable to the income of the
related person which is not passive income.
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While there can be no assurance with respect to the classification of
either Alpine or Services as a PFIC, each of Alpine and Services believes that
it did not constitute a PFIC during its taxable years ending before the
Combination. At the present time, Alpine and Weatherford intend to endeavor to
cause Alpine and Services to avoid PFIC status in the future, although there can
be no assurance that they will be able to do so or that their intent will not
change. Following the end of each taxable year, Services will notify United
States holders of Exchangeable Shares if it believes that Services was a PFIC
for that taxable year.
If Services becomes a PFIC during a United States holder's holding period
for Exchangeable Shares, and the United States holder does not make an election
to treat Services as a qualified electing fund under Section 1295 of the United
States Internal Revenue Code, then:
(i) the United States holder would be required to allocate income
recognized upon receiving certain excess distributions with respect to, and
gain recognized upon the disposition of, such United States holder's
Exchangeable Shares (including upon the exchange of Exchangeable Shares for
shares of Weatherford common stock) ratably over the United States holder's
holding period for such Exchangeable Shares;
(ii) the amount allocated to each year other than:
(A) the year of the excess distribution or disposition of the
Exchangeable Shares, or
(B) any year before the beginning of the first taxable year of
Services for which it was a PFIC, would be subject to tax at the highest
rate applicable to individuals or corporations, as the case may be, for
the taxable year to which such income is allocated, and an interest
charge would be imposed upon the resulting tax attributable to each such
year (which charge would accrue from the due date of the return for the
taxable year to which such tax was allocated); and
(iii) amounts allocated to periods described in (A) and (B) will be
taxable to the United States holder as ordinary income.
If the United States holder of Exchangeable Shares makes a qualified
electing fund election, then the United States holder generally will be
currently taxable on such holder's pro rata share of Services' ordinary earnings
and net capital gains (at ordinary income and capital gains rates, respectively)
for each taxable year of Services in which Services is classified as a PFIC,
even if no dividend distributions are received by such United States holder,
unless such United States holder makes an election to defer such taxes. If
Services believes that it was a PFIC for a taxable year, it will provide United
States holders of Exchangeable Shares with information sufficient to allow
eligible holders to make a qualified electing fund election and report and pay
any current or deferred taxes due with respect to their pro rata shares of
Services' ordinary earnings and profits and net capital gains for such taxable
year. United States holders should consult their tax advisors concerning the
merits and mechanics of making a qualified electing fund election and other
relevant tax considerations if either Alpine or Services is a PFIC for any
applicable taxable year.
The foregoing summary of the possible application of the PFIC rules to
Alpine and Services and the United States former holders of Alpine common shares
is only a summary of certain material aspects of those rules. Because the United
States federal income tax consequences to a United States former holder of
Alpine common shares under the PFIC provisions may be significant, United States
former holders of Alpine common shares are urged to discuss those consequences
with their tax advisors.
SHAREHOLDERS NOT RESIDENT IN OR CITIZENS OF THE UNITED STATES
The following summary is applicable to former holders of Alpine common
shares that are not United States holders.
A non-United States holder generally will not be subject to United States
federal income tax on gain (if any) recognized on the sale or exchange of the
Exchangeable Shares, or on the receipt of or sale of
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shares of Weatherford common stock unless such gain is effectively connected
with a United States trade or business or, in the case of gains recognized by an
individual, such individual is present in the United States for 183 days or more
and has a United States "tax home," as defined in the United States Internal
Revenue Code, during the taxable year.
Dividends received by a non-United States holder with respect to the
Exchangeable Shares are probably not subject to United States withholding tax,
and Weatherford and Alpine do not intend that Weatherford, Services or Alpine
will withhold any amounts in respect of such tax from such dividends. There is
some possibility, however, that the Internal Revenue Service may assert that
United States withholding tax is payable with respect to dividends paid on the
Exchangeable Shares to non-United States holders. In such case, holders of
Exchangeable Shares could be subject to United States withholding tax at a rate
of 30 percent, which rate may be reduced by an income tax treaty in effect
between the United States and the non-United States holder's country of
residence. This reduction would result in a withholding tax of 15 percent on
dividends paid to residents of Canada under the applicable tax treaty.
Dividends received by non-United States holders with respect to the
Weatherford common stock generally will be subject to United States withholding
tax at a rate of 30 percent, which rate may be subject to reduction by an
applicable income tax treaty. This reduction would result in a withholding tax
of 15 percent on dividends paid to residents of Canada under the applicable tax
treaty.
LEGAL MATTERS
Certain legal matters with respect to the validity of the common stock has
been passed upon for us by Fulbright & Jaworski L.L.P., Houston, Texas. Certain
federal U.S. and Canadian tax consequences have been passed on for us by
Fulbright & Jaworski L.L.P., Houston, Texas and by Fraser Milner Casgrain,
Calgary, Alberta, respectively.
EXPERTS
The consolidated financial statements and schedule of Weatherford
International, Inc. as of December 31, 1999 and 1998 and for each of the three
years in the period ended December 31, 1999 included in Weatherford
International, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1999, incorporated by reference in this prospectus and elsewhere in the
registration statement, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of Arthur
Andersen LLP as experts in accounting and auditing in giving said report.
Ernst & Young LLP, independent auditors, have audited Dailey International
Inc.'s consolidated balance sheet as of December 31, 1998, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the year ended December 31, 1998, the eight month period ended December 31, 1997
and each of the two years in the period ended April 30, 1997, as set forth in
their report, which is incorporated by reference in this prospectus and
elsewhere in the registration statement. These financial statements are
incorporated by reference in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934. You may inspect and copy those reports, proxy
statements and other information at the Public Reference Section of the SEC at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
the Regional Offices of the SEC at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York,
New York 10048. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms.
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The SEC maintains a site on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding us. You can also inspect and copy those reports, proxy and information
statements and other information at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005, on which our common stock is
listed.
We have filed with the SEC a registration statement on Form S-3 covering
the securities offered by this prospectus. This prospectus is only a part of the
registration statement and does not contain all of the information in the
registration statement. For further information on us and the securities being
offered, please review the registration statement and the exhibits that are
filed with it, as the same may be amended or supplemented from time to time.
Statements made in this prospectus that describe documents may not necessarily
be complete. We recommend that you review the documents that we have filed with
the registration statement to obtain a more complete understanding of those
documents.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus. This prospectus
incorporates by reference the documents set forth below that we previously filed
with the SEC. These documents contain important information about us.
The following documents that we have filed with the SEC (File No. 1-13086)
are incorporated by reference into this prospectus:
- Our Annual Report on Form 10-K for the year ended December 31, 1999;
- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
- Our Current Report on Form 8-K dated January 31, 2000;
- Our Current Report on Form 8-K dated February 11, 2000;
- Our Current Report on Form 8-K dated March 6, 2000;
- Our Current Report on Form 8-K dated April 17, 2000;
- Our Current Report on Form 8-K dated June 19, 2000; and
- The description of our common stock contained in our Registration
Statement on Form 8-A (filed May 19, 1994) and as amended by our
Registration Statement on Form S-4, as amended (Registration No.
333-58741), including any amendment or report filed for the purpose of
updating such description.
All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this prospectus will be
deemed to be incorporated in this prospectus by reference and will be a part of
this prospectus from the date of the filing of the document. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this prospectus will be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in this prospectus or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes that
statement. Any statement that is modified or superseded will not constitute a
part of this prospectus, except as modified or superseded.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, upon written or
oral request, a copy of any or all of the documents incorporated by reference in
this prospectus, other than the exhibits to those documents, unless the exhibits
are specifically incorporated by reference into the information that this
prospectus incorporates. You should direct a request for copies to us at 515
Post Oak Boulevard, Suite 600, Houston, Texas 77027, Attention: Secretary
(telephone number: (713) 693-4000). If you have any other questions regarding
us, please contact our Investor Relations Department in writing (515 Post Oak
Blvd., Suite 600, Houston, Texas 77027) or by telephone ((713) 693-4000) or
visit our website at www.weatherford.com.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the distribution of the securities covered by this Registration Statement. All
of the expenses will be borne by the Company.
Registration fee under the Securities Act................... $13,669
Exchange Listing Fees*...................................... 1,500
Printing expenses*.......................................... 10,000
Legal fees and expenses*.................................... 15,000
Accounting fees and expenses*............................... 10,000
Miscellaneous*.............................................. 2,831
-------
Total............................................. $53,000
=======
- ---------------
* Estimated solely for the purpose of this Item.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Registrant's Amended and Restated Certificate of Incorporation, as amended,
provides that the Registrant's directors are not liable to the Registrant or its
stockholders for monetary damages for breach of their fiduciary duty, subject to
the described exceptions specified by Delaware law.
Section 145 of the Delaware General Corporation Law grants to the
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Amended and Restated
By-laws of the Registrant provide for indemnification of each officer and
director of the Registrant to the fullest extent permitted by Delaware law.
David J. Butters and Robert B. Millard, employees of Lehman Brothers Inc.
("Lehman Brothers"), constitute two of the eight members of the Board of
Directors of the Registrant. Under the restated certificates of incorporation,
as amended to date, of Lehman Brothers and its parent, Lehman Brothers Holdings
Inc. ("Holdings"), both Delaware corporations, Messrs. Butters and Millard, in
their capacity as directors of the Registrant, are to be indemnified by Lehman
Brothers and Holdings to the fullest extent permitted by Delaware law. Messrs.
Butters and Millard are serving as directors of the Registrant at the request of
Lehman Brothers and Holdings.
Section 145 of the Delaware General Corporation Law also empowers the
Registrant to purchase and maintain insurance on behalf of any person who is or
was an officer or director of the Registrant against liability asserted against
or incurred by him in any such capacity, whether or not the Registrant would
have the power to indemnify such officer or director against such liability
under the provisions of Section 145. The Registrant has purchased and maintains
a directors' and officers' liability policy for such purposes. Messrs. Butters
and Millard are insured against certain liabilities which they may incur in
their capacity as directors pursuant to insurance maintained by Holdings.
II-1
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ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 -- Amended and Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by reference to
Exhibit No. 3.1 to Form 10-K (File 1-13086) filed March
30, 1999).
3.2 -- By-laws of the Registrant, as amended (incorporated by
reference to Exhibit No. 3.2 to Form 8-K (File 1-3086)
filed June 2, 1998).
3.3** -- Certificate of Designation of the Registrant's Series A
Preferred Stock, par value $1.00 per share.
4.1 -- See Exhibits numbered 3.1 and 3.2 for provisions of the
Amended and Restated Certificate of Incorporation and
By-laws of the Registrant defining the rights of the
holders of Common Stock.
4.2 -- Amended and Restated Credit Agreement dated as of May 27,
1998, among EVI, Inc., EVI Oil Tools Canada Ltd., Chase
Bank of Texas, National Association, as U.S.
Administrative Agent, The Bank of Nova Scotia, as
Documentation Agent and Canadian Agent, ABN AMRO Bank,
N.V., as Syndication Agent, and the other Lenders defined
therein, including the forms of Notes (incorporated by
reference to Exhibit No. 4.1 to Form 8-K (File 1-13086)
filed June 16, 1998).
4.3 -- Indenture dated March 15, 1994, among Energy Ventures,
Inc., as Issuer, the Subsidiary Guarantors party thereto,
as Guarantors, and Chemical Bank, as Trustee
(incorporated by reference to Form 8-K (File 1-13086)
filed April 5, 1994).
4.4 -- Specimen 10 1/4% Senior Note due 2004 of Energy Ventures,
Inc. (incorporated by reference to Form 8-K (File
1-13086) filed April 5, 1994).
4.5 -- First Supplemental Indenture by and among Energy
Ventures, Inc., Prideco and Chemical Bank, as trustee,
dated June 30, 1995 (incorporated by reference to Exhibit
No. 4.4 to Registration Statement on Form S-3 (Reg. No.
33-61933)).
4.6 -- Second Supplemental Indenture by and among Energy
Ventures, Inc., EVI Arrow, Inc., EVI Watson, Inc. and The
Chase Manhattan Bank, as trustee, dated effective as of
December 6, 1996 (incorporated by reference to Exhibit
4.6 to Form 10-K (File 1-13086) filed March 20, 1997).
4.7 -- Third Supplemental Indenture by and among EVI, Inc.,
Ercon, Inc. and The Chase Manhattan Bank, as trustee,
dated effective as of May 1, 1997 (incorporated by
reference to Exhibit 99.2 to Form 8-K (File 1-13086)
filed October 27, 1997).
4.8 -- Fourth Supplemental Indenture by and among EVI, Inc., XLS
Holding, Inc., XL Systems, Inc. and The Chase Manhattan
Bank, as trustee, dated effective as of August 25, 1997
(incorporated by reference to Exhibit 99.3 to Form 8-K
(File 1-13086) filed October 27, 1997).
4.9 -- Fifth Supplemental Indenture by and between EVI, Inc. and
The Chase Manhattan Bank dated as of December 12, 1997
(including the Form of Note and Form of Exchange Note)
(incorporated by reference to Exhibit 4.1 to Form 8-K
(File 1-13086) filed December 31, 1997).
4.10 -- Indenture dated as of October 15, 1997, between EVI, Inc.
and The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit No. 4.13 to Registration Statement
on Form S-3 (Reg. No. 333-45207)).
4.11 -- First Supplemental Indenture dated as of October 28,
1997, between EVI, Inc. and The Chase Manhattan Bank, as
Trustee (including Form of Debenture) (incorporated by
reference to Exhibit 4.2 to Form 8-K (File 1-13086) filed
November 5, 1997).
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EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.12 -- Registration Rights Agreement dated November 3, 1997, by
and among EVI, Inc., Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation,
Credit Suisse First Boston Corporation, Lehman Brothers
Inc., Prudential Securities Incorporated and Schroder &
Co. Inc. (incorporated by reference to Exhibit 4.3 to
Current Report on Form 8-K (File 1-13086) filed November
5, 1997).
4.13 -- Indenture dated May 17, 1996, between Weatherford
Enterra, Inc. and Bank of Montreal Trust Company, as
Trustee (incorporated by reference to Exhibit 4.1 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K
(File No. 1-7867) dated May 28, 1996).
4.14 -- First Supplemental Indenture dated and effective as of
May 27, 1998, between EVI Weatherford, Inc., the
successor by merger to Weatherford Enterra, Inc., and
Bank of Montreal Trust Company, as Trustee (incorporated
by reference to Exhibit 4.1 to Weatherford Enterra,
Inc.'s Current Report on Form 8-K (File No. 1-7867) filed
June 2, 1996).
4.15 -- Form of Weatherford Enterra, Inc.'s 7 1/4% Notes due May
15, 2006 (incorporated by reference to Exhibit 4.2 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K
(File No. 1-7867) dated May 28, 1996).
4.16 -- Participation Agreement dated December 8, 1998, by and
among Weatherford Enterra Compression Company, L.P., ABN
AMRO Bank N.V., as Administrative Agent, Arranger and
Syndication Agent, Chase Bank of Texas, National
Association, and the Lessors listed on Schedule I thereto
(incorporated by reference to Exhibit 4.16 to Amendment
No. 2 to Registration Statement on Form S-4 (Reg. No.
333-65663)).
4.17 -- Master Lease Intended as Security dated as of December 8,
1998, between Weatherford Enterra Compression Company,
L.P., as Lessee, and ABN AMRO Bank N.V., as
Administrative Agent for the Lessors (incorporated by
reference to Exhibit 4.17 to Amendment No. 2 to
Registration Statement on Form S-4 (Reg. No. 333-65663)).
4.18 -- Guaranty Agreement dated as of December 8, 1998, between
Weatherford International, Inc. and ABN AMRO Bank N.V.,
as Administrative Agent for the Lessors (incorporated by
reference to Exhibit 4.18 to Amendment No. 2 to
Registration Statement on Form S-4 (Reg. No. 333-65663)).
4.19 -- Second Supplemental Indenture dated as of June 30, 2000
between Weatherford International, Inc. and The Bank of
New York, as successor trustee to Bank of Montreal Trust
Company (including form of Debenture) (incorporated by
reference to Exhibit 4.1 to Current Report on Form 8-K
(File No. 1-13086) filed July 10, 2000).
4.20 -- Registration Rights Agreement dated June 30, 2000 between
Weatherford International, Inc. and Morgan Stanley & Co.
Incorporated (incorporated by reference to Exhibit 4.2 to
Current Report on Form 8-K (File No. 1-13086) filed July
10, 2000).
10.1 -- Combination Agreement dated as of June 16, 2000, by and
among Weatherford International, Inc., Weatherford Oil
Services, Inc., Weatherford Canada Ltd. and Alpine Oil
Services Corporation (including as exhibits, forms of
Plan of Arrangement, Support Agreement and Voting and
Exchange Trust Agreement) (incorporated by reference to
Exhibit 10.2 to Current Report on Form 8-K (File No.
1-13086) filed July 10, 2000).
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EXHIBIT
NUMBER DESCRIPTION
------- -----------
**5.1 -- Opinion of Fulbright & Jaworski L.L.P. regarding
legality.
*23.1 -- Consent of Arthur Andersen LLP, with respect to
Weatherford International, Inc.
*23.2 -- Consent of Ernst & Young LLP, with respect Dailey
International Inc.
**23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
*24.1 -- Powers of Attorney from certain members of the Board of
Directors of the Registrant (contained on pages II-6 to
II-7).
- ---------------
* Filed herewith.
** To be filed by amendment.
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
agreement to the Commission upon request.
ITEM 17. 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;
(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 value 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 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 (i) and (ii) do not apply if 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 Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
II-4
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Securities Act 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 and
is, therefore, unenforceable. If 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 and will be governed by the final
adjudication of such issue.
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Houston, State of Texas, on July 11, 2000.
WEATHERFORD INTERNATIONAL, INC.
By: /s/ BERNARD J. DUROC-DANNER
----------------------------------
Bernard J. Duroc-Danner
President, Chief Executive
Officer,
Chairman of the Board and Director
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Bernard J. Duroc-Danner and Curtis W.
Huff, or any of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and any of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or any of them, or his
or their substitute or substitutes, 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ BERNARD J. DUROC-DANNER President, Chief Executive July 11, 2000
- ----------------------------------------------------- Officer, Chairman of the Board
Bernard J. Duroc-Danner and Director (principal
executive officer)
/s/ CURTIS W. HUFF Executive Vice President and July 11, 2000
- ----------------------------------------------------- Chief Financial Officer
Curtis W. Huff (principal financial officer)
/s/ LISA W. RODRIGUEZ Vice President-Accounting and July 11, 2000
- ----------------------------------------------------- Controller (principal
Lisa W. Rodriguez accounting officer)
/s/ DAVID J. BUTTERS Director July 11, 2000
- -----------------------------------------------------
David J. Butters
/s/ PHILIP BURGUIERES Director July 11, 2000
- -----------------------------------------------------
Philip Burguieres
II-6
30
SIGNATURE TITLE DATE
--------- ----- ----
Director
- -----------------------------------------------------
Sheldon B. Lubar
/s/ WILLIAM E. MACAULAY Director July 11, 2000
- -----------------------------------------------------
William E. Macaulay
/s/ ROBERT B. MILLARD Director July 11, 2000
- -----------------------------------------------------
Robert B. Millard
/s/ ROBERT K. MOSES, JR. Director July 11, 2000
- -----------------------------------------------------
Robert K. Moses, Jr.
/s/ ROBERT A. RAYNE Director July 11, 2000
- -----------------------------------------------------
Robert A. Rayne
II-7
31
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 -- Amended and Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by reference to
Exhibit No. 3.1 to Form 10-K (File 1-13086) filed March
30, 1999).
3.2 -- By-laws of the Registrant, as amended (incorporated by
reference to Exhibit No. 3.2 to Form 8-K (File 1-3086)
filed June 2, 1998).
3.3** -- Certificate of Designation of the Registrant's Series A
Preferred Stock, par value $1.00 per share.
4.1 -- See Exhibits numbered 3.1 and 3.2 for provisions of the
Amended and Restated Certificate of Incorporation and
By-laws of the Registrant defining the rights of the
holders of Common Stock.
4.2 -- Amended and Restated Credit Agreement dated as of May 27,
1998, among EVI, Inc., EVI Oil Tools Canada Ltd., Chase
Bank of Texas, National Association, as U.S.
Administrative Agent, The Bank of Nova Scotia, as
Documentation Agent and Canadian Agent, ABN AMRO Bank,
N.V., as Syndication Agent, and the other Lenders defined
therein, including the forms of Notes (incorporated by
reference to Exhibit No. 4.1 to Form 8-K (File 1-13086)
filed June 16, 1998).
4.3 -- Indenture dated March 15, 1994, among Energy Ventures,
Inc., as Issuer, the Subsidiary Guarantors party thereto,
as Guarantors, and Chemical Bank, as Trustee
(incorporated by reference to Form 8-K (File 1-13086)
filed April 5, 1994).
4.4 -- Specimen 10 1/4% Senior Note due 2004 of Energy Ventures,
Inc. (incorporated by reference to Form 8-K (File
1-13086) filed April 5, 1994).
4.5 -- First Supplemental Indenture by and among Energy
Ventures, Inc., Prideco and Chemical Bank, as trustee,
dated June 30, 1995 (incorporated by reference to Exhibit
No. 4.4 to Registration Statement on Form S-3 (Reg. No.
33-61933)).
4.6 -- Second Supplemental Indenture by and among Energy
Ventures, Inc., EVI Arrow, Inc., EVI Watson, Inc. and The
Chase Manhattan Bank, as trustee, dated effective as of
December 6, 1996 (incorporated by reference to Exhibit
4.6 to Form 10-K (File 1-13086) filed March 20, 1997).
4.7 -- Third Supplemental Indenture by and among EVI, Inc.,
Ercon, Inc. and The Chase Manhattan Bank, as trustee,
dated effective as of May 1, 1997 (incorporated by
reference to Exhibit 99.2 to Form 8-K (File 1-13086)
filed October 27, 1997).
4.8 -- Fourth Supplemental Indenture by and among EVI, Inc., XLS
Holding, Inc., XL Systems, Inc. and The Chase Manhattan
Bank, as trustee, dated effective as of August 25, 1997
(incorporated by reference to Exhibit 99.3 to Form 8-K
(File 1-13086) filed October 27, 1997).
4.9 -- Fifth Supplemental Indenture by and between EVI, Inc. and
The Chase Manhattan Bank dated as of December 12, 1997
(including the Form of Note and Form of Exchange Note)
(incorporated by reference to Exhibit 4.1 to Form 8-K
(File 1-13086) filed December 31, 1997).
4.10 -- Indenture dated as of October 15, 1997, between EVI, Inc.
and The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit No. 4.13 to Registration Statement
on Form S-3 (Reg. No. 333-45207)).
32
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.11 -- First Supplemental Indenture dated as of October 28,
1997, between EVI, Inc. and The Chase Manhattan Bank, as
Trustee (including Form of Debenture) (incorporated by
reference to Exhibit 4.2 to Form 8-K (File 1-13086) filed
November 5, 1997).
4.12 -- Registration Rights Agreement dated November 3, 1997, by
and among EVI, Inc., Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation,
Credit Suisse First Boston Corporation, Lehman Brothers
Inc., Prudential Securities Incorporated and Schroder &
Co. Inc. (incorporated by reference to Exhibit 4.3 to
Current Report on Form 8-K (File 1-13086) filed November
5, 1997).
4.13 -- Indenture dated May 17, 1996, between Weatherford
Enterra, Inc. and Bank of Montreal Trust Company, as
Trustee (incorporated by reference to Exhibit 4.1 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K
(File No. 1-7867) dated May 28, 1996).
4.14 -- First Supplemental Indenture dated and effective as of
May 27, 1998, between EVI Weatherford, Inc., the
successor by merger to Weatherford Enterra, Inc., and
Bank of Montreal Trust Company, as Trustee (incorporated
by reference to Exhibit 4.1 to Weatherford Enterra,
Inc.'s Current Report on Form 8-K (File No. 1-7867) filed
June 2, 1996).
4.15 -- Form of Weatherford Enterra, Inc.'s 7 1/4% Notes due May
15, 2006 (incorporated by reference to Exhibit 4.2 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K
(File No. 1-7867) dated May 28, 1996).
4.16 -- Participation Agreement dated December 8, 1998, by and
among Weatherford Enterra Compression Company, L.P., ABN
AMRO Bank N.V., as Administrative Agent, Arranger and
Syndication Agent, Chase Bank of Texas, National
Association, and the Lessors listed on Schedule I thereto
(incorporated by reference to Exhibit 4.16 to Amendment
No. 2 to Registration Statement on Form S-4 (Reg. No.
333-65663)).
4.17 -- Master Lease Intended as Security dated as of December 8,
1998, between Weatherford Enterra Compression Company,
L.P., as Lessee, and ABN AMRO Bank N.V., as
Administrative Agent for the Lessors (incorporated by
reference to Exhibit 4.17 to Amendment No. 2 to
Registration Statement on Form S-4 (Reg. No. 333-65663)).
4.18 -- Guaranty Agreement dated as of December 8, 1998, between
Weatherford International, Inc. and ABN AMRO Bank N.V.,
as Administrative Agent for the Lessors (incorporated by
reference to Exhibit 4.18 to Amendment No. 2 to
Registration Statement on Form S-4 (Reg. No. 333-65663)).
4.19 -- Second Supplemental Indenture dated as of June 30, 2000
between Weatherford International, Inc. and The Bank of
New York, as successor trustee to Bank of Montreal Trust
Company (including form of Debenture) (incorporated by
reference to Exhibit 4.1 to Current Report on Form 8-K
(File No. 1-13086) filed July 10, 2000).
4.20 -- Registration Rights Agreement dated June 30, 2000 between
Weatherford International, Inc. and Morgan Stanley & Co.
Incorporated (incorporated by reference to Exhibit 4.2 to
Current Report on Form 8-K (File No. 1-13086) filed July
10, 2000).
33
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 -- Combination Agreement dated as of June 16, 2000, by and
among Weatherford International, Inc., Weatherford Oil
Services, Inc., Weatherford Canada Ltd. and Alpine Oil
Services Corporation (including as exhibits, forms of
Plan of Arrangement, Support Agreement and Voting and
Exchange Trust Agreement) (incorporated by reference to
Exhibit 10.2 to Current Report on Form 8-K (File No.
1-13086) filed July 10, 2000).
**5.1 -- Opinion of Fulbright & Jaworski L.L.P. regarding
legality.
*23.1 -- Consent of Arthur Andersen LLP, with respect to
Weatherford International, Inc.
*23.2 -- Consent of Ernst & Young LLP, with respect Dailey
International Inc.
**23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
*24.1 -- Powers of Attorney from certain members of the Board of
Directors of the Registrant (contained on pages II-6 to
II-7).
- ---------------
* Filed herewith.
** To be filed by amendment.