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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): NOVEMBER 12, 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
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ITEM 5. OTHER EVENTS.
DAILEY ACQUISITION
We previously announced that 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. This current report on Form 8-K contains pro
forma financial information for us and Dailey. For additional pro forma
financial information for us and Dailey, you should read our current reports on
Form 8-K filed on May 26, 1999, September 7, 1999, and October 25, 1999.
The following summary unaudited pro forma condensed consolidated financial
data gives effect to the acquisition of Dailey by us. The financial data is
based on our historical financial data and the historical financial data of
Dailey. The Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the nine months ended September 30, 1999, gives effect to our acquisition of
Dailey as if the transaction had occurred on January 1, 1998. The pro forma
information set forth below is not necessarily indicative of the results that
actually would have been achieved had such transaction been consummated as of
the aforementioned dates, or that may be achieved in the future.
All other acquisitions by us are not material individually or in the
aggregate; therefore, pro forma information is not reflected. Because this pro
forma information is a summary, it does not contain all information that may be
important to you. You should also read the following:
o Our Quarterly Report on Form 10-Q for the period ended September 30, 1999.
o Our Current Reports on Form 8-K dated May 21, 1999, August 16, 1999,
August 31, 1999 and October 25, 1999.
o Dailey's Management's Discussion and Analysis of Financial Condition
and Results of Operations and its financial statements and related notes
thereto contained in its Annual Report on Form 10-K for the year ended
December 31, 1998.
o Dailey's Quarterly Report on Form 10-Q for the period ended March 31,
1999.
o Dailey's Quarterly Report on Form 10-Q for the period ended June 30,
1999.
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WEATHERFORD INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
DAILEY HISTORICAL
FOR THE EIGHT
WEATHERFORD MONTHS ENDED PRO FORMA WEATHERFORD
HISTORICAL AUGUST 31, 1999 ADJUSTMENTS PRO FORMA
---------------- -------------------- --------------- -----------------
Revenues............................ $ 867,561 $ 68,507 $ (1,264) (a) $ 934,804
---------------- -------------------- --------------- -----------------
Costs and expenses:
Cost of sales.................... 624,804 63,205 (2,464) (a)(b) 685,545
Selling, general and
administrative................. 200,990 22,506 380 (c) 223,876
Reorganization costs............. -- 2,706 -- 2,706
Equity in earnings of
unconsolidated affiliates...... (1,578) (634) -- (2,212)
---------------- -------------------- --------------- -----------------
824,216 87,783 (2,084) 909,915
---------------- -------------------- --------------- -----------------
Operating income (loss)............. 43,345 (19,276) 820 24,889
---------------- -------------------- --------------- -----------------
Other income (expense):
Interest expense................. (31,917) (11,618) 11,105 (d) (32,430)
Interest income.................. 2,528 983 (1,122) (e) 2,389
Other, net....................... 1,485 17 -- 1,502
---------------- -------------------- --------------- -----------------
(27,904) (10,618) 9,983 (28,539)
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Income (loss) before income taxes... 15,441 (29,894) 10,803 (3,650)
Provision for income taxes.......... 3,903 510 3,781 (f) 8,194
---------------- -------------------- --------------- -----------------
Income (loss) before minority
interests........................ 11,538 (30,404) 7,022 (11,844)
Minority interest expense,
net of taxes..................... 2,821 -- -- 2,821
---------------- -------------------- --------------- -----------------
Income (loss) from continuing
operations....................... $ 8,717 $ (30,404) $ 7,022 $ (14,665)
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Income (loss) from continuing
operations per share:
Basic.......................... $ 0.09 $ (0.14)
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Diluted........................ $ 0.09 $ (0.14)
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Weighted average shares
outstanding:
Basic.......................... 98,770 102,589 (g)
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Diluted........................ 100,306 102,589
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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
GENERAL
The following notes set forth the assumptions used in preparing the
Unaudited Pro Forma Condensed Consolidated Statement of Operations. The pro
forma adjustments are based on estimates made by Weatherford's management using
information currently available.
PRO FORMA ADJUSTMENTS
The adjustments to the accompanying Unaudited Pro Forma Condensed
Consolidated Statement of Operations are described below:
(a) To eliminate revenue of $1.3 million and related costs of $0.9 million
for the eight months ended August 31, 1999 associated with transactions
between Dailey and Weatherford.
(b) To reverse depreciation expense of $1.5 million for the eight months
ended August 31, 1999 to reflect the write-down of property, plant and
equipment to fair market value. Such property, plant and equipment is
being depreciated over five years.
(c) To record amortization of $0.4 million for the eight months ended
August 31, 1999 for goodwill related to acquisition of Dailey. Such
goodwill is being amortized over 20 years.
(d) To eliminate interest expense to reflect the retirement of Dailey's
9 1/2% Senior Notes due 2008 (the "Senior Notes").
(e) To eliminate Weatherford's interest income related to its investment in
the Senior Notes.
(f) To record the income tax provision related to the effect of the pro
forma adjustments at the statutory rate.
(g) Weatherford's historical shares outstanding and basic weighted average
pro forma shares outstanding as of September 30, 1999 were 108,084,687
and 102,588,917, respectively.
The financial statements of Dailey have been previously filed by us as
follows:
o Consolidated financial statements of Dailey 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 the two years in the period ended
April 30, 1997 were filed as Exhibit 99.2 to our Current Report on Form
8-K dated May 21, 1999.
o Consolidated financial statements of Dailey for the quarterly period
ended March 31, 1999 were filed as Exhibit 99.3 to our Current Report on
Form 8-K dated May 21, 1999.
o Consolidated financial statements of Dailey for the quarterly period
ended June 30, 1999 were filed as Exhibit 99.1 to our Current Report on
Form 8-K dated August 16, 1999.
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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: November 12, 1999 By: /s/ Bruce F. Longaker, Jr.
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Bruce F. Longaker, Jr.
Senior Vice President and
Chief Financial Officer
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