As filed with the Securities and Exchange Commission on January 15, 2002
Registration Number 333-________
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SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
04-2515019
(I.R.S. Employer Identification No.)
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)
BURT M. MARTIN
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)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If the only 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
===================================================================================================================================
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED OFFERING PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value 226,905 $36.32 $8,240,056 $1,969.37
===================================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933 and based
upon the average of the high and low sale prices of the Common Stock as
reported by the New York Stock Exchange on January 9, 2002.
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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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================
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 it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated January 15, 2002
PROSPECTUS
226,905 Shares
WEATHERFORD INTERNATIONAL, INC.
Common Stock
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The selling stockholders of Weatherford International, Inc. listed on
pages 4 and 5 may offer and resell up to 226,905 shares of our common stock
under this prospectus. We will not receive any of the proceeds from sales of
shares by the selling stockholders.
Our common stock is traded on the New York Stock Exchange under the
symbol "WFT". On January 10, 2002, the last reported sales price for our common
stock on the New York Stock Exchange was $36.06 per share.
The selling stockholders may sell these shares from time to time on the
New York Stock Exchange or otherwise. They may sell the shares at prevailing
market prices or at prices negotiated with buyers. The selling stockholders will
be responsible for their legal fees and for any commissions or discounts due to
brokers or dealers. The amount of those commissions or discounts will be
negotiated before the sales. We will pay all of the other offering expenses.
Our principal executive offices are located at 515 Post Oak Boulevard,
Suite 600, Houston, Texas 77027. Our telephone number is (713) 693-4000.
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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.
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The date of this prospectus is ____________, 2002.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. NEITHER WE
NOR THE SELLING STOCKHOLDERS HAVE AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THE SELLING
STOCKHOLDERS ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON
STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. UNDER NO
CIRCUMSTANCES SHOULD THE DELIVERY TO YOU OF THIS PROSPECTUS OR ANY SALE 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.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION.............................................2
SELLING STOCKHOLDERS............................................................4
PLAN OF DISTRIBUTION............................................................7
LEGAL MATTERS...................................................................7
EXPERTS .......................................................................7
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 Room of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room.
The SEC maintains a World Wide Web 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 shares 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 common stock being
offered, please review the registration statement and the exhibits that are
filed with it. 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:
2
o Our Annual Report on Form 10-K for the year ended December 31,
2000, as amended by Amendment Nos. 1 and 2 to Form 10-K on
Forms 10-K/A;
o Our Quarterly Report on Form 10-Q for the quarter ended March
31, 2001;
o Our Quarterly Report on Form 10-Q for the quarter ended June
30, 2001;
o Our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001;
o Our Current Report on Form 8-K dated January 30, 2001;
o Our Current Report on Form 8-K dated February 9, 2001, as
amended by Amendment No. 1 to Form 8-K on Form 8-K/A;
o Our Current Report on Form 8-K dated April 19, 2001;
o Our Current Report on Form 8-K dated August 13, 2001;
o Our Current Report on Form 8-K dated October 24, 2001;
o Our Current Report on Form 8-K dated November 6, 2001;
o Our Current Report on Form 8-K dated November 16, 2001;
o Our Current Report on Form 8-K dated November 30, 2001; and
o 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-3
(Registration No. 333-44272), 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
or after the date of the registration statement of which this prospectus forms a
part and prior to effectiveness of the registration statement 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.
3
SELLING STOCKHOLDERS
This prospectus is part of a registration statement that we filed
pursuant to registration rights granted to the selling stockholders under an
agreement we entered into in connection with our acquisition of Specialty
Machine & Supply, LLC.
Pursuant to the terms of the acquisition agreement, we will pay all
expenses of registering the shares under the Securities Act of 1933, including
all registration and filing fees, printing expenses and the fees and
disbursements of our counsel and accountants. The agreement also provides that
we will indemnify the selling stockholders against certain civil liabilities,
including liabilities under the Securities Act of 1933, or will contribute to
payments the selling stockholders may be required to make in respect thereof.
The selling stockholders will pay all fees and disbursements of their counsel
and all brokerage fees, commissions and expenses for any shares that are
registered and that they sell. We expect to withdraw registration of any unsold
shares on or shortly after May 31, 2003, when we expect the shares will be
eligible for public sale pursuant to the exemption from registration provided by
Rule 144(k) under the Securities Act of 1933.
The following table sets forth the beneficial ownership of common stock
by each selling stockholder as of January 14, 2002, all of which may be sold
pursuant to this prospectus:
PERCENTAGE OF
NAME OF NUMBER OF SHARES OUTSTANDING
SELLING STOCKHOLDER OWNED (1)(2) SHARES (3)
--------------------------------------------------------- ---------------- -------------
Michael Porter........................................... 912 *
Michael V. Johnson....................................... 159 *
Michael R. and Jane L. Nicolais.......................... 159 *
John David Hervey........................................ 53 *
Craig Klassmeyer......................................... 63 *
Trevor Turbidy........................................... 63 *
John B. Turbidy, Sr...................................... 47 *
Nita Sanger.............................................. 47 *
John H. Blankley......................................... 32 *
William R. Ziegler....................................... 5,990 *
Edwin T. Markham......................................... 225 *
Steven A. Webster........................................ 13,789 *
Douglas A. P. Hamilton................................... 2,673 *
Paul B. Loyd, Jr......................................... 4,734 *
Arvind S. Sanger......................................... 1,142 *
Antony T. F. Lundy....................................... 4,071 *
Stig Wennerstrom and Britt-Marie Wennerstrom............. 554 *
Lawrence Allen Lundy..................................... 111 *
Steven C. Rodger......................................... 90 *
Lawrence A. Peck......................................... 279 *
Thomas R. Plante, Jr..................................... 27 *
Robert Maina............................................. 53 *
David C. Bradshaw........................................ 105 *
Curtis and Jaime Launer.................................. 53 *
Phokian Potamianos and Elizabeth Anne Casey.............. 105 *
J. Kent Sweezey.......................................... 53 *
Sunbeam Maritime Inc..................................... 5,887 *
4
PERCENTAGE OF
NAME OF NUMBER OF SHARES OUTSTANDING
SELLING STOCKHOLDER OWNED (1)(2) SHARES (3)
--------------------------------------------------------- ---------------- -------------
Roy T. Oliver, Jr........................................ 729 *
Mike Mullen.............................................. 729 *
Thomas H. O'Neill, Jr.................................... 4,704 *
Sea Eagle Chartering Ltd................................. 661 *
Mount Airy Shipping & Trading Ltd........................ 661 *
Cerrito Partners......................................... 5,887 *
Roberto Marsella......................................... 1,067 *
Islandia, L.P............................................ 1,473 *
Roberto Marsella as Trustee for the Cinque Grat.......... 406 *
Tarpon Enterprises, L.L.C................................ 1,619 *
Lakeshore Resources...................................... 1,183 *
Equus II Incorporated.................................... 60,595 *
Trent B. Latshaw......................................... 8,774 *
Growth Capital Partners (4).............................. 3,315 *
Will's Wei Corporation................................... 10,485 *
Debera Reiley............................................ 605 *
Richard H. Reiley........................................ 454 *
Gladys B. Latshaw........................................ 197 *
Jay L. and Linda Fierke.................................. 197 *
Michael T. Mino.......................................... 90 *
Wayne Meyer.............................................. 90 *
Jack T. Madeley.......................................... 90 *
Fred Domingue............................................ 4,722 *
Gerald Chiasson.......................................... 4,722 *
Jack C. Hisaw............................................ 4,722 *
Floyd D. Lambert......................................... 2,508 *
Layne M. Boudreaux....................................... 2,085 *
Joseph D. Sarver ........................................ 281 *
S. Charles Maurice....................................... 1,369 *
Finova Mezzanine Capital Inc............................. 17,868 *
Tulsa Industries, Inc.(5)................................ 43,141 *
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* Less than 1%.
(1) Because the selling stockholders may offer all or a portion of the
shares pursuant to this prospectus, we cannot estimate to the number of
shares of our common stock that the selling stockholders will hold upon
termination of any sales.
(2) The selling stockholders have sole voting and sole investment power
with respect to all shares owned. Ownership is determined in accordance
with Rule 13d-3 under the Exchange Act.
(3) Assumes the sale of all of the shares offered hereby to persons who are
not affiliates of the selling stockholders.
(4) Charles C. Stephenson, Jr., John T. McNabb, II, Fenner R. Weller, Jr.,
David W. Sargent and Growth Capital Partners, L.P. are the beneficial
owners of Growth Capital Partners.
5
(5) In May 2001, we entered into an acquisition agreement with Tulsa
Industries, Inc. and Specialty Holdings, Inc., a wholly-owned
subsidiary of Tulsa, in connection with the acquisition of Specialty
Machine & Supply, LLC. These shares are held in escrow to secure
certain indemnification obligations to us in connection with our
acquisition of Specialty Machine & Supply, LLC.
6
PLAN OF DISTRIBUTION
The selling stockholders have advised us that they may sell the shares
on the New York Stock Exchange or otherwise, at market prices or at negotiated
prices. They may sell shares by one or a combination of the following:
o a block trade in which a broker or dealer will attempt to sell
the shares as agent, but may position and resell a portion of
the block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by the
broker or dealer for its account pursuant to this prospectus;
o transactions in options, swaps or other directives, whether
exchange-listed or otherwise;
o short sales, ordinary brokerage transactions and transactions
in which a broker solicits purchasers; and
o privately negotiated transactions.
Brokers or dealers engaged by the selling stockholders may arrange for
other brokers or dealers to participate in sales of shares. Brokers or dealers
will receive commissions or discounts from selling stockholders in amounts to be
negotiated prior to the sale. The selling stockholders and any broker-dealers
that participate in the distribution may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, and any proceeds or commissions
received by them or any profits on the resale of shares sold by broker-dealers,
may be deemed to be underwriting discounts and commissions.
When any of the selling stockholders notifies us of a particular
offering of common stock under this prospectus, we will file a prospectus
supplement, if required by the Securities Act of 1933, setting forth:
o the number of shares being offered and the terms of the
offering, including the purchase price;
o the name of each of the participating broker-dealers or
agents;
o the purchase price paid for the shares purchased from the
selling stockholders; and
o any items constituting compensation from the selling
stockholders.
We will not receive any of the proceeds from the sale of the shares
offered by this prospectus.
LEGAL MATTERS
Burt M. Martin, our Vice President - Law, has advised us with respect
to the validity of the shares of common stock offered by this prospectus. Mr.
Martin holds options to purchase 239,013 shares of common stock.
EXPERTS
The consolidated financial statements of Weatherford International,
Inc. and the related consolidated financial statement schedule incorporated by
reference in this prospectus and elsewhere in the registration statement, to the
extent and for the periods indicated in their report, have been audited by
Arthur Andersen LLP, independent public accountants, and are incorporated by
reference in reliance upon the authority of said firm as experts in giving said
reports.
7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering are:
Securities and Exchange Commission Registration Fee..................................... $ 1,970
New York Stock Exchange Listing Fee..................................................... 1,500
Legal Fees and Expenses................................................................. 1,000
Accounting Fees and Expenses............................................................ 2,500
Blue Sky Fees and Expenses (including legal fees)....................................... 1,000
Miscellaneous........................................................................... 1,030
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TOTAL.......................................................................... $ 9,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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.
ITEM 16. EXHIBITS.
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).
II-1
3.3 - Certificate of Designation of the Registrant's Series A
Preferred Stock, par value $1.00 per share (incorporated by
reference to Exhibit 3.3 to Registration Statement on Form S-3
(Reg. No. 333-41344)).
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 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)).
4.4 - 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).
4.5 - 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).
4.6 - 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).
4.7 - 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).
4.8 - 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).
4.9 - Registration Rights Agreement, dated as of February 9, 2001,
between WEUS Holding, Inc. and Universal Compression Holdings,
Inc. (incorporated by reference to Exhibit 4.3 to the
Quarterly Report on Form 10-Q of Universal Compression
Holdings, Inc. (File No. 001-15843) filed on February 14,
2001).
4.10 - Second Supplemental Indenture dated June 30, 2000, between
Weatherford International, Inc. and The Bank of New York, as
successor trustee to Bank of Montreal Trust (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).
4.11 - Third Supplemental Indenture dated November 16, 2001, between
Weatherford International, Inc. and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.11 to
Registration Statement on Form S-3 (Reg. No. 333-73770) filed
on November 20, 2001).
4.12 - 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).
4.13 - Credit Agreement dated April 26, 2001, among Weatherford
International, Inc., Weatherford Eurasia Limited, Weatherford
Eurasia B.V., Bank One, NA, as Administrative Agent and
Lender, The Royal Bank of Scotland plc, as Documentation Agent
and Lender, Royal Bank of Canada, as Syndication Agent and
Lender, ABN AMRO Bank N.V., as Syndication Agent and Lender,
Banc One Capital Markets, Inc., as Lead Arranger and Sole Book
Runner, and the other Lenders defined therein (incorporated by
reference to Exhibit 4.4 to Registration Statement on Form S-3
(Reg. No. 333-60648) filed on May 10, 2001).
II-2
4.14 - Sale Agreement dated July 2, 2001, among Weatherford
Artificial Lift Systems, Inc., Weatherford U.S., L.P. and each
of their U.S. affiliates who become Originators, as Sellers,
and W1 Receivables, L.P., as Purchaser (incorporated by
reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q
for the quarter ended June 30, 2001 (File No. 1-13086)).
4.15 - Purchase Agreement dated July 2, 2001, among W1 Receivables,
L.P., as Seller, Weatherford International, Inc., as Servicer,
and Jupiter Securitization Corporation and Bank One, NA (Main
Office Chicago), as Agents (incorporated by reference to
Exhibit 4.2 to our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001 (File No. 1-13086)).
4.16 - Registration Rights Agreement dated November 16, 2001, among
Weatherford International, Inc. and Credit Suisse First Boston
Corporation and Lehman Brothers Inc., on behalf of the Initial
Purchasers (incorporated by reference to Exhibit 4.16 to
Registration Statement on Form S-3 (Reg. No. 333- 73770) filed
on November 20, 2001).
*4.17 - Acquisition Agreement dated May 11, 2001, among Tulsa
Industries, Inc., Specialty Holdings, Inc., WEUS Holding, Inc.
and Weatherford International, Inc.
*5.1 - Opinion of Burt M. Martin, Vice President - Law and Secretary
of the Registrant.
*23.1 - Consent of Arthur Andersen LLP, with respect to the financial
statements of Weatherford International, Inc.
*23.3 - Consent of Burt M. Martin, Vice President - Law and Secretary
of the Registrant (included in Exhibit 5.1).
*24.1 - Powers of Attorney from certain members of the Board of
Directors of the Registrant (contained on page II-5).
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* Filed herewith.
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;
II-3
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.
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.
II-4
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 January 14, 2002.
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 Burt M.
Martin, 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 Officer, January 14, 2002
---------------------------------------------- Chairman of the Board and Director
Bernard J. Duroc-Danner (Principal Executive Officer)
/s/ Lisa W. Rodriguez Vice President - Finance and January 14, 2002
---------------------------------------------- Accounting
Lisa W. Rodriguez (Principal Financial and Accounting
Officer)
/s/ David J. Butters Director January 14, 2002
----------------------------------------------
David J. Butters
/s/ Philip Burguieres Director January 14, 2002
----------------------------------------------
Philip Burguieres
/s/ Sheldon B. Lubar Director January 14, 2002
----------------------------------------------
Sheldon B. Lubar
/s/ William E. Macaulay Director January 14, 2002
----------------------------------------------
William E. Macaulay
/s/ Robert B. Millard Director January 14, 2002
----------------------------------------------
Robert B. Millard
/s/ Robert K. Moses, Jr. Director January 14, 2002
----------------------------------------------
Robert K. Moses, Jr.
/s/ Robert A. Rayne Director January 14, 2002
----------------------------------------------
Robert A. Rayne
II-5
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
(incorporated by reference to Exhibit 3.3 to
Registration Statement on Form S-3 (Reg. No.
333-41344)).
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 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)).
4.4 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).
4.5 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).
4.6 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).
4.7 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).
4.8 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).
4.9 Registration Rights Agreement, dated as of February 9,
2001, between WEUS Holding, Inc. and Universal
Compression Holdings, Inc. (incorporated by reference
to Exhibit 4.3 to the Quarterly Report on Form 10-Q of
Universal Compression Holdings, Inc. (File No.
001-15843) filed on February 14, 2001).
4.10 Second Supplemental Indenture dated June 30, 2000,
between Weatherford International, Inc. and The Bank of
New York, as successor trustee to Bank of Montreal
Trust (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).
4.11 Third Supplemental Indenture dated November 16, 2001,
between Weatherford International, Inc. and The Bank of
New York, as Trustee (incorporated by reference to
Exhibit 4.11 to Registration Statement on Form S-3
(Reg. No. 333-73770) filed on November 20, 2001).
4.12 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).
4.13 Credit Agreement dated April 26, 2001, among
Weatherford International, Inc., Weatherford Eurasia
Limited, Weatherford Eurasia B.V., Bank One, NA, as
Administrative Agent and Lender, The Royal Bank of
Scotland plc, as Documentation Agent and Lender, Royal
Bank of Canada, as Syndication Agent and Lender, ABN
AMRO Bank N.V., as Syndication Agent and Lender, Banc
One Capital Markets, Inc., as Lead Arranger and Sole
Book Runner, and the other Lenders defined therein
(incorporated by reference to Exhibit 4.4 to
Registration Statement on Form S-3 (Reg. No. 333-60648)
filed on May 10, 2001).
4.14 Sale Agreement dated July 2, 2001, among Weatherford
Artificial Lift Systems, Inc., Weatherford U.S., L.P.
and each of their U.S. affiliates who become
Originators, as Sellers, and W1 Receivables, L.P., as
Purchaser (incorporated by reference to Exhibit 4.1 to
our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001 (File No. 1- 13086)).
4.15 Purchase Agreement dated July 2, 2001, among W1
Receivables, L.P., as Seller, Weatherford
International, Inc., as Servicer, and Jupiter
Securitization Corporation and Bank One, NA (Main
Office Chicago), as Agents (incorporated by reference
to Exhibit 4.2 to our Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001 (File No. 1-13086)).
4.16 Registration Rights Agreement dated November 16, 2001,
among Weatherford International, Inc. and Credit Suisse
First Boston Corporation and Lehman Brothers Inc., on
behalf of the Initial Purchasers (incorporated by
reference to Exhibit 4.16 to Registration Statement on
Form S-3 (Reg. No. 333-73770) filed on November 20,
2001).
*4.17 Acquisition Agreement dated May 11, 2001, among Tulsa
Industries, Inc., Specialty Holdings, Inc., WEUS
Holding, Inc. and Weatherford International, Inc.
*5.1 Opinion of Burt M. Martin, Vice President - Law and
Secretary of the Registrant.
*23.1 Consent of Arthur Andersen LLP, with respect to the
financial statements of Weatherford International, Inc.
*23.3 Consent of Burt M. Martin, Vice President - Law and
Secretary of the Registrant (included in Exhibit 5.1).
*24.1 Powers of Attorney from certain members of the Board of
Directors of the Registrant (contained on page II-5).
----------
* Filed herewith.