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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 1999
DAILEY INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-11963 76-0503351
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2507 North Frazier
Conroe, Texas 77303
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (281) 350-3399
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Item 3. Bankruptcy or Receivership
On May 28, 1999, Dailey International, Inc. (the "Company") announced that the
Company and certain of its subsidiaries filed petitions for relief under Chapter
11 of the Bankruptcy Code in the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court"). The petitions seek Bankruptcy Court
approval to implement a financial restructuring in accordance with a Joint Plan
of Reorganization (the "Plan")and a related Disclosure Statement, which were
also filed with the Bankruptcy Court on May 28, 1999. In addition to the
approval of the Bankruptcy Court, the Plan is subject to receiving the approval
of the requisite number and amount of certain of the Company's creditors.
The filing of the Plan was contemplated by the previously- announced acquisition
agreement (the "Acquisition Agreement"), dated May 21, 1999, among the Company,
certain of its subsidiaries and Weatherford International, Inc. ("Weatherford").
Under the Acquisition Agreement, the Company's outstanding $275 million senior
note indebtedness will be exchanged pro rata for $185 million in Weatherford
stock. All outstanding equity securities held by the Company's equity security
holders would be exchanged for $10 million in Weatherford stock that would be
shared pro rata based on share ownership. The value of the Weatherford common
stock would be fixed as of the date of the consummation of the acquisition and
will be based on an average closing sale price calculation over a 10 trading-day
period preceding the date of consummation.
The Plan has been agreed to by the holders of approximately $225 million (82%)
of the outstanding principal amount of the Company's senior notes and more than
50% of the Company's common stock.
For a further description of this proposed acquisition and restructuring, see
the Joint Plan of Reorganization filed with the Bankruptcy Court on May 28, 1999
filed herewith as Exhibit 2.1, the Acquisition Agreement filed herewith as
Exhibit 2.2, and the Press Release issued by the Company on May 28, 1999 filed
herewith as Exhibit 99.1.
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Item 7. Exhibits
(c) Exhibits.
2.1 Joint Plan of Reorganization of Dailey International Inc.,
Dailey Energy Services, Inc., Dailey International Sales
Corp., Colombia Petroleum Services Corp., International
Petroleum Services, Inc., Dailey Environmental Remediation
Technologies, Inc., Dailey Worldwide Services Corp., Air
Drilling International, Inc. and Air Drilling Services,
Inc., under Chapter 11 of the Bankruptcy Code.
2.2 Acquisition Agreement dated May 21, 1999 among Dailey
International Inc., certain of its subsidiaries and
Weatherford International, Inc.
99.1 Press Release, dated May 28, 1999, announcing the filing
of a joint plan of reorganization for financial
restructuring.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
DAILEY INTERNATIONAL INC.
By: /s/ WILLIAM D. SUTTON
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William D. Sutton
Senior Vice President, General
Counsel and Secretary
Dated: May 28, 1999
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Joint Plan of Reorganization of Dailey International Inc., Dailey
Energy Services, Inc., Dailey International Sales Corp., Colombia
Petroleum Services Corp., International Petroleum Services, Inc.,
Dailey Environmental Remediation Technologies, Inc., Dailey Worldwide
Services Corp., Air Drilling International, Inc. and Air Drilling
Services, Inc., under Chapter 11 of the Bankruptcy Code.
2.2 Acquisition Agreement dated May 21, 1999 among Dailey International
Inc., certain of its subsidiaries and Weatherford International, Inc.
99.1 Press Release, dated May 28, 1999, announcing the filing of a joint
plan of reorganization for financial restructuring.