1
================================================================================
UNITED STATES
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): AUGUST 31, 1999
WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-13086 04-2515019
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
515 POST OAK BLVD., SUITE 600
HOUSTON, TEXAS 77027
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 693-4000
================================================================================
Page 1
Exhibit Index Appears on Page 5
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
DAILEY ACQUISITION
On August 31, 1999, we completed the acquisition of Dailey
International Inc. pursuant to a pre-negotiated plan of reorganization in
bankruptcy that was approved by the United States Bankruptcy Court for the
District of Delaware on August 19, 1999. The total consideration paid for Dailey
was approximately $195 million, of which $185 million was allocated to former
holders of Dailey's senior notes (of which we held approximately $64.7 million
principal amount) and $10 million was allocated to former holders of Dailey's
common stock. The form of consideration was approximately 5,493,925 shares of
our common stock, of which approximately 281,740 shares are issuable to former
holders of Dailey's common stock, approximately 3,985,900 shares are issuable to
former holders of Dailey's senior notes and 1,226,285 shares were retained by us
as treasury shares. The consideration that we paid for Dailey was determined by
negotiations between the parties. We currently expect to continue operating the
businesses of Dailey and to begin integrating those business with our Completion
and Oilfield Services division.
A copy of our press release announcing the closing of the acquisition
of Dailey is filed as Exhibit 99.1 and is incorporated herein by reference.
ITEM 5. OTHER EVENTS.
PETROLINE ACQUISITION
On September 2, 1999, we completed the acquisition of Petroline
Wellsystems Limited for (pound)104 million (approximately US$165 million), of
which (pound)20 million was paid in cash and (pound)84 million in shares of our
common stock. Petroline is based in Aberdeen, Scotland and is a provider of
premium completion products and services to the international oil and gas
industry. We granted to the shareholders of Petroline certain registration and
other rights regarding the shares of our common stock received by them.
A copy of our press release announcing the closing of the acquisition
of Petroline is filed as Exhibit 99.2 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statements of Dailey for the periods specified in Rule
3-05(b) of Regulation S-X were filed as Exhibits 99.2 and 99.3 to our Current
Report on Form 8-K dated May 21, 1999, and Exhibit 99.1 to our Current Report on
Form 8-K dated August 16, 1999, and are filed with this report as Exhibits 99.3,
99.4 and 99.5 and incorporated herein by reference.
PAGE 2
3
(b) Pro Forma Financial Information.
The pro forma financial information required by Article 11 of
Regulation S-X for our Dailey acquisition is incorporated herein by reference
from pages 2-7 of our Current Report on Form 8-K dated May 21, 1999, and pages
2-6 of our Current Report on Form 8-K dated August 16, 1999, and is filed with
this report as Exhibits 99.6 and 99.7.
(c) Exhibits
2.1 Acquisition Agreement dated as of May 21, 1999, entered into by
and among Weatherford International, Inc., Dailey International
Inc. and certain subsidiaries of Dailey named therein
(incorporated by reference to Exhibit 2.1 to our Quarterly
Report on Form 10-Q for the period ended June 30, 1999).
10.1 Share Sale Agreement dated September 2, 1999, between the
shareholders of Petroline Wellsystems Limited and Weatherford
Eurasia Limited and Weatherford International, Inc.(including
Registration Rights Undertaking attached as Annex A).
23.1 Consent of Ernst & Young LLP with respect to the financial
statements of Dailey International Inc.
99.1 Press release dated August 31, 1999, announcing the closing of
the acquisition of Dailey International Inc.
99.2 Press Release dated September 2, 1999, announcing the closing of
the acquisition of Petroline Wellsystems Limited.
99.3 Consolidated Financial Statements of Dailey International Inc.
as of December 31, 1998 and 1997 and for the year December 31,
1998, the eight month period ended December 31, 1997 and for
each of two years in the period ended April 30, 1997
(incorporated by reference to Exhibit 99.2 to our Current Report
on Form 8-K dated May 21, 1999).
99.4 Consolidated Financial Statements of Dailey International Inc.
for the quarterly period ended March 31, 1999 (incorporated by
reference to Exhibit 99.3 to our Current Report on Form 8-K
dated May 21, 1999).
99.5 Consolidated Financial Statements of Dailey International Inc.
for the quarterly period ended June 30, 1999 (incorporated by
reference to Exhibit 99.1 to our Current Report on Form 8-K
dated August 16, 1999).
99.6 Pro forma financial information from pages 2-7 of our Current
Report on Form 8-K dated May 21, 1999.
99.7 Pro forma financial information from pages 2-6 of our Current
Report on Form 8-K dated August 16, 1999.
PAGE 3
4
SIGNATURES
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.
WEATHERFORD INTERNATIONAL, INC.
Dated: September 7, 1999 By: /s/ Bruce F. Longaker, Jr.
-------------------------------------
Bruce F. Longaker, Jr.
Senior Vice President
and Chief Financial Officer
PAGE 4
5
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Acquisition Agreement dated as of May 21, 1999, entered into by
and among Weatherford International, Inc., Dailey International
Inc. and certain subsidiaries of Dailey named therein
(incorporated by reference to Exhibit 2.1 to our Quarterly Report
on Form 10-Q for the period ended June 30, 1999).
10.1 Share Sale Agreement dated September 2, 1999, between the
shareholders of Petroline Wellsystems Limited and Weatherford
Eurasia Limited and Weatherford International, Inc. (including
Registration Rights Undertaking attached as Annex A)
23.1 Consent of Ernst & Young LLP with respect to the financial
statements of Dailey International Inc.
99.1 Press release dated May 21, 1999, announcing the acquisition of
Dailey International Inc.
99.2 Press Release dated September 2, 1999, announcing the closing of
the acquisition of Petroline Wellsystems Limited.
99.3 Consolidated Financial Statements of Dailey International Inc. as
of December 31, 1998 and 1997 and for the year December 31, 1998,
the eight month period ended December 31, 1997 and for each of
two years in the period ended April 30, 1997 (incorporated by
reference to Exhibit 99.2 to our Current Report on Form 8-K dated
May 21, 1999).
99.4 Consolidated Financial Statements of Dailey International Inc.
for the quarterly period ended March 31, 1999 (incorporated by
reference to Exhibit 99.3 to our Current Report on Form 8-K dated
May 21, 1999).
99.5 Consolidated Financial Statements of Dailey International Inc.
for the quarterly period ended June 30, 1999 (incorporated by
reference to Exhibit 99.1 to our Current Report on Form 8-K dated
August 16, 1999).
99.6 Pro forma financial information from pages 2-7 of our Current
Report on Form 8-K dated May 21, 1999.
99.7 Pro forma financial information from pages 2-6 of our Current
Report on Form 8-K dated August 16, 1999.
PAGE 5