Filed by Weatherford International, Inc.
Pursuant to Rule
425 under the
Securities Act of 1933
and deemed filed
pursuant to Rule
14a-12 of the
Securities Exchange Act of 1934
Subject Company: Weatherford International Inc.
Commission File No.: 001-13086
[WEATHERFORD LOGO] NEWS RELEASE
WEATHERFORD ANNOUNCES CORPORATE RESTRUCTURING
PROPOSED STRUCTURE TO ENHANCE INTERNATIONAL GROWTH AND COMPETITIVENESS
HOUSTON, April 5, 2002 -- Weatherford International, Inc. (NYSE: WFT) today
announced that its Board of Directors has approved a corporate restructuring
plan to change the company's place of incorporation from Delaware to Bermuda.
This approval results from the Board's previous February 9, 2002 decision to
finalize an analysis of the strategic importance of a corporate restructuring to
Weatherford. The restructuring plan was approved to allow Weatherford to remain
a viable global competitor, maintain its independence and resist the recent
trend of acquisitions of United States companies by international competitors.
Under the plan, Weatherford International Ltd., a newly formed Bermuda company,
will become the parent holding company of Weatherford International, Inc. The
restructuring is subject to the approval of the holders of a majority of
Weatherford's outstanding shares of common stock.
Houston-based Weatherford International, Inc. is one of the largest global
providers of innovative mechanical solutions, technology and services for the
drilling, completion and production sectors of the oil and gas industry.
Weatherford operates in over 100 countries and employs approximately 15,000
people worldwide. Approximately 6,000 are employed in the United States, a total
which has increased substantially during the last three years. Of the total
United States employment, 2,700 are employed in Texas and 1,700 in the Houston
area.
"International operations currently represent nearly 60 percent of our total
business and, in the future, we believe that the international markets will
account for an even greater percentage of our total revenues and demand for our
products and services," said Bernard J. Duroc-Danner, Weatherford's Chairman,
Chief Executive Officer and President. "The plan of restructuring, which has
been in consideration since the fourth quarter of 2001, is a critical element in
our strategy to expand our international activities and to solidify our
customers' perception of Weatherford as a multinational company. The
restructuring plan is expected to allow
Weatherford to compete more effectively worldwide, maintain our independence and
keep our headquarters based in the United States. It should result in greater
operational flexibility, increased competitiveness regarding domestic and
international acquisition opportunities, improvement of our global tax position
and cash management and increased cash flow to invest for future earnings
growth. Further, the plan of restructuring should have no major negative impact
on Weatherford's day-to-day operations or our employees, suppliers and
customers. In fact, we anticipate the plan will increase our international
competitiveness and we expect to maintain and grow our employee presence in the
United States."
Upon completion of the plan of restructuring, which is expected to be by the end
of the second quarter of 2002, each share of Weatherford International, Inc.
common stock will automatically convert into the right to receive one common
share of Weatherford International Ltd. The new shares will have substantially
the same attributes as a share of Weatherford International, Inc. common stock,
with material differences to be described in more detail in the final proxy
statement/prospectus discussed below. Weatherford International Ltd.'s common
shares will be listed and traded on the New York Stock Exchange under the symbol
"WFT", the same symbol under which our common stock currently trades.
Generally, for United States federal income tax purposes, Weatherford's
stockholders who are United States persons will recognize gain, if any, and
thus will be subject to United States tax on that gain, but will not be able to
recognize any loss, on the exchange of shares of Weatherford International, Inc.
common stock for Weatherford International Ltd. common shares. If a gain is
recognized, shareholders will have a new tax basis and a new holding period will
begin on the day after the restructuring.
A special meeting of stockholders of Weatherford International, Inc. will be
called shortly to vote on the proposed restructuring. Notice of the special
meeting and a proxy statement/prospectus describing the restructuring will be
mailed to Weatherford's stockholders on the record date selected by the Board of
Directors. A registration statement on Form S-4 for Weatherford International
Ltd., containing the proposed proxy statement/prospectus, has been filed with
the Securities and Exchange Commission and is available for free at the SEC's
website, www.sec.gov. When finalized, these documents will be available at no
charge at the SEC's website and at Weatherford International, Inc.'s website,
www.weatherford.com.
This announcement does not constitute an offer of any securities for sale, or an
offer or an invitation to purchase any securities. AS SOON AS THE REGISTRATION
STATEMENT AND THE RELATED PROXY STATEMENT/PROSPECTUS ARE FINALIZED, INVESTORS
SHOULD READ THESE DOCUMENTS BEFORE MAKING A DECISION CONCERNING THE PROPOSED
RESTRUCTURING. These documents will contain important information that investors
should consider.
Weatherford International, Inc., and its respective executive officers and
directors may be deemed to be participants in the solicitation of proxies from
Weatherford stockholders in favor of the restructuring. Information about the
executive officers and directors of Weatherford and their ownership of
Weatherford common stock will be set forth in the proxy statement for
Weatherford's 2002 Annual Meeting of Stockholders, which is expected to be filed
with the SEC on or about April 30, 2002. Investors and security holders may
obtain more detailed information regarding the direct and indirect interests of
Weatherford and its executive officers and directors in the restructuring by
reading the proxy statement/prospectus regarding the restructuring once it is
finalized.
# # #
Contact: Don Galletly (713) 693-4148
Lisa Rodriguez (713) 693-4746
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 concerning, among other things,
Weatherford's prospects for its operations and the successful completion of the
plan of restructuring, all of which are subject to certain risks, uncertainties
and assumptions. These risks and uncertainties, which are more fully described
in Weatherford International, Inc.'s reports and registration statements filed
with the SEC, include the impact of oil and natural gas prices and worldwide
economic conditions on drilling activity, the demand for and pricing of
Weatherford's products and services, domestic and international economic and
regulatory conditions and changes in tax and other laws affecting the proposed
restructuring and our business. Should one or more of these risks or
uncertainties materialize, or should the assumptions prove incorrect, actual
results may vary in material aspects from those currently anticipated.