AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 2002
REGISTRATION NO. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WEATHERFORD INTERNATIONAL LTD. WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrants as specified in their charters)
BERMUDA DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
98-0371344 04-2515019
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
C/O CORPORATE MANAGERS (BARBADOS) LTD. WEATHERFORD INTERNATIONAL, INC.
FIRST FLOOR, TRIDENT HOUSE 515 POST OAK BOULEVARD, SUITE 600
LOWER BROAD STREET HOUSTON, TEXAS 77027
BRIDGETOWN, BARBADOS (713) 693-4000
(246) 427-3174
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
BURT M. MARTIN
WEATHERFORD INTERNATIONAL, INC.
515 POST OAK BOULEVARD, SUITE 600
HOUSTON, TEXAS 77027
(713) 693-4000
(Address, including zip code, and telephone number, including area code, of
agent for service)
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COPIES TO:
ROBERT V. JEWELL
ANDREWS & KURTH L.L.P.
4200 CHASE TOWER, 600 TRAVIS
HOUSTON, TEXAS 77002
(713) 220-4200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
in light of market conditions and other factors.
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If the only securities being registered on this form are to be 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. [ ]
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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, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
(See Calculation Table and Footnotes on Following Page)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
AGGREGATE OFFERING AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED PRICE(1)(2) REGISTRATION FEE
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Senior Debt Securities of Weatherford International Ltd.
("Weatherford Bermuda")(3)................................
------------------------------------------------------------------------------------------------------------
Subordinated Debt Securities of Weatherford Bermuda(3)......
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Senior Debt Securities of Weatherford International, Inc.
("Weatherford Delaware")(4)...............................
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Subordinated Debt Securities of Weatherford Delaware(4).....
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Common Shares, U.S.$1.00 par value, of Weatherford
Bermuda(5)................................................
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Preference Shares of Weatherford Bermuda(6).................
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Warrants of Weatherford Bermuda(7)..........................
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Units of Weatherford Bermuda(8).............................
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Guarantees of Weatherford Bermuda(9)........................
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Guarantees of Weatherford Delaware(9).......................
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Total..................................................... $750,000,000.00 (10)
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(1) The proposed maximum offering price will be determined from time to time in
connection with the issuance of the securities registered hereunder.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act. In no event will the
aggregate initial offering price of all securities issued from time to time
pursuant to this Registration Statement exceed $750,000,000.
(3) An indeterminate principal amount of senior debt securities or subordinated
debt securities of Weatherford Bermuda as may be sold from time to time are
being registered hereunder. If any senior debt securities or subordinated
debt securities of Weatherford Bermuda are issued at an original issue
discount, then the offering price shall be in such greater principal amount
as shall result in an aggregate initial offering price not to exceed
$750,000,000, less the dollar amount of any securities previously issued
hereunder.
(4) An indeterminate principal amount of senior debt securities or subordinated
debt securities of Weatherford Delaware as may be sold from time to time
are being registered hereunder. If any senior debt securities or
subordinated debt securities of Weatherford Delaware are issued at an
original issue discount, then the offering price shall be in such greater
principal amount as shall result in an aggregate initial offering price not
to exceed $750,000,000, less the dollar amount of any securities previously
issued hereunder.
(5) An indeterminate number of common shares of Weatherford Bermuda as may be
sold from time to time are being registered hereunder. Also includes such
indeterminate number of common shares as may be (i) issued upon conversion,
redemption or exchange for any debt securities or preference shares that
provide for conversion or exchange into common shares or (ii) issued upon
exercise and settlement of any warrants.
(6) An indeterminate number of preference shares of Weatherford Bermuda as may
be sold from time to time are being registered hereunder. Also includes
such indeterminate number of preference shares as may be (i) issued upon
conversion, redemption or exchange for any debt securities that provide for
conversion or exchange into preference shares or (ii) issued upon exercise
and settlement of any warrants.
(7) An indeterminate number of warrants as may be sold from time to time is
being registered hereunder. Warrants may be exercised to purchase any of
the other securities registered hereby or to purchase or sell (i)
securities of an entity unaffiliated with Weatherford Bermuda, a basket of
such securities, an index or indices of such securities or any combination
of the above, (ii) currencies or (iii) commodities.
(8) An indeterminate number of units as may be sold from time to time is being
registered hereunder. Units may consist of any combination of the
securities being registered hereunder.
(9) No separate consideration will be received for any guarantee of debt
securities; accordingly, pursuant to Rule 457(n) of the Securities Act of
1933, no separate filing fee is required.
(10) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus which
is part of this registration statement is a combined prospectus which also
relates to $750,000,000 of unissued securities registered under the
Registration Statement on S-3 (Reg. No. 333-83094) filed by Weatherford
Delaware, a wholly owned indirect subsidiary of Weatherford Bermuda.
Pursuant to Rule 457(p) under the Securities Act of 1933, the registrant
hereby offsets the entire filing fee required in connection with this
registration statement with the $69,000 filing fee paid in connection with
the initial filing of the Registration Statement on Form S-3 (Reg. No.
333-83094) filed by Weatherford Delaware.
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EXPLANATORY STATEMENT
On June 26, 2002, Weatherford International Ltd., a Bermuda exempted
company (which we refer to as Weatherford Bermuda), became the parent holding
company of Weatherford International, Inc. (which we refer to as Weatherford
Delaware) as a result of a corporate reorganization effected through the merger
of a subsidiary with and into Weatherford Delaware. Each share of Weatherford
Delaware issued immediately prior to the effective time of the merger
automatically converted into the right to receive a common share of Weatherford
Bermuda. Thus, the stockholders of Weatherford Delaware became the shareholders
of Weatherford Bermuda, which together with its subsidiaries, continues to be
engaged in the same business that Weatherford Delaware and its subsidiaries were
engaged in before the merger.
Consent under the Exchange Control Act 1972 (and its related regulations)
has been obtained from the Bermuda Monetary Authority for the issue and transfer
of Weatherford Bermuda's common and preference shares, up to the amount of its
authorized capital from time to time, to and between non-residents of Bermuda
for exchange control purposes, and the issue of options, warrants, depository
receipts, rights, loan notes and other securities of Weatherford Bermuda and the
subsequent free transferability thereof, provided our shares remain listed on an
appointed stock exchange, which includes the New York Stock Exchange. Prior to
any offering of securities hereunder, the prospectus that forms a part of this
registration statement may be filed with the Registrar of Companies in Bermuda
in accordance with Bermuda law. In granting such consent and in accepting the
prospectus for filing, neither the Bermuda Monetary Authority nor the Registrar
of Companies in Bermuda accepts any responsibility for our financial soundness
or the correctness of any of the statements made or opinions expressed in the
prospectus.
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. We may not use
this prospectus to sell securities unless we also give prospective investors a
prospectus supplement.
SUBJECT TO COMPLETION, DATED OCTOBER 16, 2002
PROSPECTUS
$750,000,000
WEATHERFORD INTERNATIONAL LTD.
SENIOR DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
PREFERENCE SHARES
COMMON SHARES
WARRANTS
UNITS
GUARANTEES
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WEATHERFORD INTERNATIONAL, INC.
SENIOR DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
GUARANTEES
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Weatherford International Ltd. may offer and sell from time to time in one or
more offerings:
(1) unsecured debt securities consisting of senior notes and debentures,
subordinated notes and debentures and/or other unsecured evidences of
indebtedness, whether senior or subordinated, in one or more series (including
medium-term notes, or MTNs), which may be convertible into or exchangeable for
preference shares or common shares;
(2) preference shares, in one or more series, which may be convertible into
or exchangeable for debt securities or common shares;
(3) common shares;
(4) warrants to purchase our common shares, preference shares, debt
securities, or units, or debt securities of Weatherford International, Inc., or
to purchase or sell securities of a third party, currencies or commodities;
(5) units consisting of any combination of our common shares, preference
shares, debt securities, or warrants, or debt securities of Weatherford
International, Inc.; and/or
(6) guarantees of debt securities issued by Weatherford International, Inc.
Weatherford International, Inc. may offer and sell from time to time in one
or more offerings:
(1) unsecured debt securities consisting of senior notes and debentures,
subordinated notes and debentures and/or other unsecured evidences of
indebtedness, whether senior or subordinated, in one or more series (including
medium-term notes, or MTNs), which may be convertible into or exchangeable for
preference shares or common shares; and
(2) guarantees of debt securities issued by Weatherford International Ltd.
The aggregate initial offering price of the securities that we and
Weatherford International, Inc. may offer will not exceed $750,000,000. We
and/or Weatherford International, Inc. will offer the securities in amounts, at
prices and on terms to be determined by market conditions at the time of our
offerings.
We and/or Weatherford International, Inc. will provide the specific terms of
the securities in supplements to this prospectus. You should read this
prospectus and the related prospectus supplement carefully before you invest in
any of our or Weatherford International, Inc.'s securities. This prospectus may
not be used to consummate sales of our or Weatherford International Inc.'s
securities unless it is accompanied by a prospectus supplement.
The common shares of Weatherford International Ltd. are listed for trading
on the New York Stock Exchange under the symbol "WFT." On October 14, 2002, the
last reported sales price for the common shares on the New York Stock Exchange
was $39.80 per share.
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YOU SHOULD CAREFULLY REVIEW AND CONSIDER THE INFORMATION UNDER THE HEADINGS
"FORWARD-LOOKING STATEMENTS" BEGINNING ON PAGE 2 AND "RISK FACTORS" BEGINNING ON
PAGE 7 OF THIS PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is October , 2002.
TABLE OF CONTENTS
About this Prospectus....................................... 1
Where You Can Find More Information......................... 1
Forward-Looking Statements.................................. 2
Weatherford International Ltd............................... 5
Weatherford International, Inc. ............................ 5
Recent Developments......................................... 5
Risk Factors................................................ 7
Use of Proceeds............................................. 8
Ratios of Earnings to Fixed Charges......................... 9
Description of Our Debt Securities.......................... 9
Description of Weatherford Delaware's Debt Securities....... 16
Description of Share Capital................................ 16
Description of Warrants..................................... 20
Description of Units........................................ 21
Certain Tax Considerations.................................. 21
Plan of Distribution........................................ 31
Legal Matters............................................... 32
Experts..................................................... 33
i
ABOUT THIS PROSPECTUS
In this prospectus, unless otherwise indicated, when we refer to
Weatherford Bermuda and use phrases such as "we" and "us", we are generally
referring to Weatherford International Ltd. and its subsidiaries as a whole or
on a division basis depending on the context in which the statements are made,
and when we refer to Weatherford Delaware, we are referring to Weatherford
International, Inc., our predecessor company and our wholly owned, indirect
subsidiary.
This prospectus is part of a registration statement that we and Weatherford
Delaware filed with the Securities and Exchange Commission, or the SEC using a
"shelf" registration process. Under this shelf registration process, we and/or
Weatherford Delaware may sell different types of securities described in this
prospectus in one or more offerings up to a total offering amount of
$750,000,000. This prospectus provides you with a general description of the
securities we and/or Weatherford Delaware may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering and the securities offered by us
and/or Weatherford Delaware in that offering. The prospectus supplement may also
add, update or change information in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described below under the heading "Where You Can Find More Information".
UNDER NO CIRCUMSTANCES SHOULD THE DELIVERY TO YOU OF THIS PROSPECTUS OR ANY
EXCHANGE OR REDEMPTION 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.
WHERE YOU CAN FIND MORE INFORMATION
We and Weatherford Delaware file annual, quarterly and special reports,
proxy statements and other information with the SEC 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 and Weatherford Delaware. You can also inspect
and copy those reports, proxy and information statements and other information
regarding Weatherford Bermuda at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005, the exchange on which our
common shares are listed.
We and Weatherford Delaware have filed with the SEC a registration
statement on Form S-3 covering the securities 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,
Weatherford Delaware and the securities that may be 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 and Weatherford Delaware to "incorporate by reference"
information into this prospectus, which means that we and Weatherford Delaware
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 or in any prospectus supplement. This prospectus
incorporates by reference the documents set forth below that we and Weatherford
Delaware previously filed with the SEC. These documents contain important
information about us and Weatherford Delaware.
1
The following documents that we have filed with the SEC (File No. 1-13086
for Weatherford Delaware and File No. 1-31339 for Weatherford Bermuda) are
incorporated by reference into this prospectus:
- Weatherford Delaware's Annual Report on Form 10-K for the year ended
December 31, 2001;
- Weatherford Delaware's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2002 and June 30, 2002;
- Weatherford Delaware's Current Reports on Form 8-K dated January 30,
2002, March 1, 2002, April 5, 2002, April 23, 2002, June 26, 2002, August
9, 2002 and October 8, 2002;
- Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002;
- Our Current Reports on Form 8-K dated June 26, 2002, July 21, 2002,
August 9, 2002 and October 8, 2002; and
- The description of our common shares contained in our Registration
Statement on Form S-4, filed with the SEC on April 5, 2002, as amended by
Pre-Effective Amendment No. 1 filed with the SEC on May 22, 2002
(Registration No. 333-85644).
All documents that we and Weatherford Delaware 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 First
Floor, Trident House, Lower Broad Street, Bridgetown, Barbados, Attention:
Secretary (telephone number: (246) 427-3174) or c/o Weatherford International,
Inc., 515 Post Oak Blvd., Suite 600, Houston, Texas 77027 (telephone number:
(713) 693-4000) Attention: Investor Relations.
FORWARD-LOOKING STATEMENTS
This prospectus, our and Weatherford Delaware's filings with the SEC and
our and Weatherford Delaware's public releases contain statements relating to
our future results, including certain projections and business trends. These
statements may constitute "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. Certain risks and uncertainties may
cause actual results to be materially different from projected results contained
in forward-looking statements in this prospectus and in our other disclosures.
These risks and uncertainties include, but are not limited to, the following
factors, as well as the factors discussed in the documents incorporated by
reference into this prospectus:
- A downturn in market conditions could affect our projected results. Any
material changes in oil and gas supply and demand balance, oil and gas
prices, rig count or other market trends would affect our results and
would likely affect the forward-looking information provided by us. The
oil and gas industry is extremely volatile and subject to change based on
political and economic factors outside our control. Through the beginning
of 2002, there was a general decrease in prices for oil and natural gas,
reflecting diminished demand attributable to political and economic
issues. In the
2
last few months, there has been a modest increase and stabilization of
prices for oil and natural gas. If an extended regional and/or worldwide
recession would occur, it would result in lower demand and lower prices
for oil and gas, which would adversely affect our revenues and income. At
this time, we have assumed that there will not be any material increases
in worldwide demand during the remainder of 2002 and increases will be
modest throughout the first half of 2003.
- Our results are dependent upon our ability to react to the current market
environment. During the fourth quarter of 2001 and 2002 to date, we
implemented a number of programs intended to reduce costs and align our
cost structure with the current market environment. Our forward-looking
statements assume these measures will generate the savings expected and,
if the markets continue to decline, that any additional actions we pursue
will be adequate to achieve the desired savings.
- A material disruption in our manufacturing could adversely affect some
divisions of our business. Our forward-looking statements assume that any
manufacturing expansion or consolidation will be completed without any
material disruptions. If there are any disruptions or excess costs
associated with manufacturing changes, our results could be adversely
affected.
- Our success is dependent upon the integration of acquisitions. We have
consummated acquisitions of several product lines and businesses. The
success of our acquisitions will be dependent on our ability to integrate
the product lines and businesses with our existing businesses and
eliminate duplicative costs. We incur various duplicative costs during
the integration of the operations of acquired businesses into our
operations. Our forward-looking statements assume the successful
integration of the operations of the acquired businesses; however, there
can be no assurance that the expected benefits of these acquisitions will
materialize. Integration of acquisitions is something that cannot occur
in the short-term and that requires constant effort at the local level to
be successful. Accordingly, there can be no assurance as to the ultimate
success of these integration efforts.
- Our long-term growth strategy is dependent upon technological
advances. Our ability to succeed with our long-term growth strategy is
dependent in part on the technological competitiveness of our products
and services. A central aspect of our growth strategy is to enhance the
technology of our current products and services, to obtain new
technologically-advanced, value-added products through internal research
and development and/or acquisitions and to then expand the markets for
the technology through the leverage of our worldwide infrastructure.
These technological advances include, but are not limited to, our
underbalanced drilling technology, expandable technology, production
optimization and fiber optic sensor technology. Our forward-looking
statements have assumed above-average growth from these new products and
services.
- Changes in tax laws related to our corporate reorganization could have an
adverse effect on our financial results. Any change in tax laws, tax
treaties or tax regulations or the interpretation or enforcement thereof
or differing interpretation or enforcement of applicable law by the U.S.
Internal Revenue Service or other taxing authorities could affect our
corporate reorganization. The U.S. Congress introduced legislation with
retroactive effects, which could substantially reduce or eliminate the
tax benefits resulting from the reorganization.
- Unanticipated costs or nonrealization of expected benefits from our
corporate reorganization could affect our projected results. An inability
to realize expected benefits of the reorganization (as discussed below
under "Recent Developments") within the anticipated time frame, or at
all, would likely affect the impact of our corporate reorganization.
Similarly, any cost or difficulty related to the reorganization and
related transactions, which could be greater than expected or thought,
would also affect our corporate reorganization.
- A sustained decline in the fair value of our investment in Universal that
is other than temporary would adversely affect our projected results. We
can make no assurances that there will not be a sustained decline in
value of our investment in Universal or that any such decline would be
temporary. Any sustained decline may result in a write-down in the
carrying value of our investment in Universal.
3
- The cyclical nature of or a prolonged downturn in our industry could
affect the carrying value of our goodwill. As of June 30, 2002, we had
approximately $1.4 billion of goodwill. Our estimates of the values of
these assets could be reduced in the future as a result of various
factors in or beyond our control. Any reduction in the value of these
assets would reduce our reported income or increase our reported loss and
reduce our total assets and shareholders' or stockholders' equity in the
year in which the reduction is recognized.
- Currency fluctuations could have a material adverse financial impact on
our business. A material decline in currency rates in our markets could
affect our future results as well as affect the carrying values of our
assets. World currencies have been subject to much volatility. Our
forward-looking statements assume no material impact from future changes
in currencies.
- Political disturbances, war, terrorist attacks and changes in global
trade policies could adversely impact our operations. We have assumed
that there will be no material political disturbances, war, or terrorist
attacks and that there will be no material changes in global trade
policies. On October 11, 2002, the U.S. Congress passed a resolution
authorizing the President of the United States to use the armed forces of
the United States as he determines to be necessary and appropriate in
order to (1) defend the national security of the United States against
the continuing threat posed by Iraq, and (2) enforce all relevant United
Nation Security Council resolutions regarding Iraq. Any military action
undertaken by the United States or other countries against Iraq could
adversely affect our results of operations.
- Unexpected litigation and legal disputes could have a material adverse
financial impact. If we experience unexpected litigation or unexpected
results in our existing litigation that have a material effect on our
financial results, the accuracy of the forward-looking statements would
be affected. Our forward-looking statements assume that there will be no
such unexpected litigation or results.
Finally, our and Weatherford Delaware's future results will depend upon
various other risks and uncertainties, including, but not limited to, those
detailed in our and Weatherford Delaware's other filings with the SEC. For
additional information regarding risks and uncertainties, please read our and
Weatherford Delaware's other current filings with the SEC under the Exchange Act
and the Securities Act, particularly under "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our and
Weatherford Delaware's Quarterly Reports on Form 10-Q for the quarter ended June
30, 2002 and "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Weatherford Delaware's Annual Report on
Form 10-K for the year ended December 31, 2001. These filings are available free
of charge at the SEC's website at www.sec.gov.
All subsequent written and oral forward-looking statements attributable to
us or Weatherford Delaware or any person acting on our or Weatherford Delaware's
behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to in this section. We and Weatherford Delaware undertake
no obligation to publicly release the result of any revisions to any such
forward-looking statements that may be made to reflect events or circumstances
after the date of this prospectus or to reflect the occurrence of unanticipated
events.
4
WEATHERFORD INTERNATIONAL LTD.
We, together with our subsidiaries, are one of the world's leading
providers of equipment and services used for the drilling, completion and
production of oil and natural gas wells. We were formed as a Bermuda exempted
company on April 2, 2002 and became the parent company of Weatherford Delaware
as part of a reorganization effected on June 26, 2002. Weatherford Delaware, as
we know it today, was formed in connection with the May 1998 merger of
Weatherford Enterra, Inc. into EVI, Inc. Weatherford Delaware was incorporated
under the laws of Delaware in 1972. Many of our businesses, including those of
Weatherford Enterra, have been conducted for more than 50 years.
We conduct operations in approximately 100 countries and have approximately
485 service and sales locations, which are located in nearly all of the oil and
natural gas producing regions in the world. We are among the leaders in each of
our primary markets, and our distribution and service network is one of the most
extensive in the industry.
Our business is conducted through three principal operating divisions:
- Drilling and Intervention Services -- This division provides (1) drilling
systems, (2) well installation services, (3) cementing products and (4)
underbalanced drilling. It is a leader in each of these markets, and this
division offers its products and services worldwide.
- Completion Systems -- This division provides a full range of completion
products and services. It maintains a growing share of the world's
completion market and offers leading proprietary and patented
technologies, such as our expandable systems, aimed at minimizing
formation damage and maximizing production.
- Artificial Lift Systems -- This division is the only organization in the
world that is able to provide all forms of artificial lift used primarily
for the production of oil. It also provides production optimization
services and automation and monitoring of well head production.
In addition to the above operations, we historically operated a Compression
Services Division and a Drilling Products Division. In February 2001,
Weatherford Delaware completed the merger of essentially all of our Compression
Services Division into a subsidiary of Universal Compression Holdings, Inc. in
exchange for 13.75 million shares of Universal, or approximately 45% of
Universal's currently outstanding common stock. In April 2000, Weatherford
Delaware completed the spin-off to its stockholders of our Drilling Products
Division through a distribution of the stock of our Grant Prideco, Inc.
subsidiary. Grant Prideco's operations have been classified as discontinued in
our financial statements.
WEATHERFORD INTERNATIONAL, INC.
Weatherford Delaware is an indirect, wholly owned subsidiary of Weatherford
Bermuda. Weatherford Bermuda currently conducts substantially all of its
operations through Weatherford Delaware and its subsidiaries.
RECENT DEVELOPMENTS
On June 26, 2002, Weatherford Bermuda became the parent holding company of
Weatherford Delaware as the result of a corporate reorganization effected
through the merger of a subsidiary with and into Weatherford Delaware. Each
share of Weatherford Delaware issued immediately prior to the effective time of
the merger automatically converted into the right to receive a common share of
Weatherford Bermuda. Thus, the stockholders of Weatherford Delaware became the
shareholders of Weatherford Bermuda which, together with its subsidiaries,
continues to be engaged in the same business that Weatherford Delaware and its
subsidiaries were engaged in before the merger.
Although we are incorporated under Bermuda law, we are legally managed and
controlled through an executive office located in Barbados and consequently are
resident in Barbados. We are registered as an external company in Barbados under
the Barbados Companies Act, Cap. 308 of the laws of Barbados, and
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licensed to operate as an "International Business Company" or "IBC." As a
resident of Barbados, we should be entitled to the benefits under the income tax
treaty entered into between the United States and Barbados.
We will continue to conduct the business previously conducted by
Weatherford Delaware and its subsidiaries. We consummated the reorganization
because international activities are an important part of our current business,
and we believe that international operations will account for a greater
percentage of our total revenues in the future. Expansion of our international
business is an important part of our current business strategy and significant
growth opportunities exist in the international marketplace. We believe that
reorganizing as a Bermuda company will allow us to implement our business
strategy more effectively. In addition, we believe that the reorganization
should increase our access to international capital markets and acquisition
opportunities, increase our attractiveness to non-U.S. investors, improve our
global cash management, improve our global tax position and result in a more
favorable corporate structure for expansion of our current business.
It is important to note that the United States Congress is considering
legislation that, if enacted, would have the effect of eliminating or reducing
the anticipated tax benefits of the reorganization. As a result of the increased
scrutiny of transactions such as our reorganization, changes in the tax laws,
tax treaties or tax regulations may occur, with prospective or retroactive
effect, which could eliminate or substantially reduce the anticipated tax
benefits of the reorganization or have a material adverse effect on the tax
consequences of the reorganization to Weatherford Bermuda.
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RISK FACTORS
The securities to be offered by this prospectus may involve a high degree
of risk. When considering an investment in any of these securities, you should
consider carefully the following factors, and any risks that may be set forth in
the prospectus supplement relating to a specific security, as well as the other
information set forth or incorporated by reference in this prospectus,
(including the risks and other disclosure that are presented in (i) Weatherford
Delaware's Annual Report on Form 10-K for the year ended December 31, 2001, (ii)
Weatherford Delaware's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002 and June 30, 2002, (iii) Weatherford Delaware's definitive proxy
statement, filed with the SEC on May 22, 2002 (which also contains a prospectus
relating to our common shares) and (iv) our Quarterly Report on Form 10-Q for
the quarter ended June 30, 2002, under the headings "Forward-looking
Statements", "Risk Factors" in Weatherford Delaware's Form 10-K and "Exposures"
in ours and Weatherford Delaware's Form 10-Q.
LOW OIL AND GAS PRICES ADVERSELY AFFECT DEMAND FOR OUR PRODUCTS AND SERVICES.
Low oil and gas prices adversely affect demand throughout the oil and
natural gas industry, including the demand for our products and services. As
prices decline, we are affected in two significant ways. First, the funds
available to our customers for the purchases of goods and services decline.
Second, exploration and drilling activity declines as marginally profitable
projects become uneconomic and either are delayed or eliminated. Accordingly,
when oil and gas prices are relatively low, our revenues and income will be
adversely affected.
THE MARKET PRICE OF OUR COMMON SHARES MAY FLUCTUATE.
Historically, the market price of the common stock or common shares, as the
case may be, of companies engaged in the oil and gas industry has been highly
volatile. Likewise, the market price of our common shares and Weatherford
Delaware's common stock has varied significantly in the past. News announcements
and changes in oil and natural gas prices, changes in the demand for oil and
natural gas exploration and changes in the supply and demand for oil and natural
gas have all been factors that have affected the price of our common shares and
Weatherford Delaware's common stock.
CUSTOMER CREDIT RISKS COULD RESULT IN LOSSES.
The concentration of our customers in the energy industry may impact our
overall exposure to credit risk, either positively or negatively, in that
customers may be similarly affected by prolonged changes in economic and
industry conditions. We perform ongoing credit evaluations of our customers and
do not generally require collateral in support of our trade receivables. We
maintain reserves for potential credit losses and, generally, actual historical
losses have been consistent with our expectations.
UNINSURED JUDGMENTS OR A RISE IN INSURANCE PREMIUMS COULD ADVERSELY IMPACT OUR
RESULTS.
Although we maintain insurance to cover potential claims and losses, we
could become subject to a judgment for which we are not adequately insured.
Additionally, the terrorist attacks that occurred in the U.S. last year may
adversely impact our ability to obtain insurance or impact the cost of such
insurance, which may adversely impact our results of operations.
UNINSURED CLAIMS AND LITIGATION COULD ADVERSELY IMPACT OUR RESULTS.
In the ordinary course of business, we become the subject of various claims
and litigation. We maintain insurance to cover many of our potential losses and
we are subject to various self-retentions and deductibles with respect to our
insurance. Although we are subject to various ongoing items of litigation, we do
not believe that any of the items of litigation that we are currently subject to
will result in any material uninsured losses to us. However, it is possible that
an unexpected judgment could be rendered against us in cases in which we could
be uninsured and beyond the amounts that we currently have reserved or
anticipate incurring.
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We are also subject to various federal, state and local laws and
regulations relating to the energy industry in general and the environment in
particular. Environmental laws have in recent years become more stringent and
have generally sought to impose greater liability on a larger number of
potentially responsible parties. While we are not currently aware of any
situation involving an environmental claim which would be likely to have a
material adverse effect on our business, it is always possible that an
environmental claim with respect to one or more of our current businesses or a
business or property that one of our predecessors owned or used could arise and
could involve the expenditure of a material amount of funds.
WE HAVE SIGNIFICANT FOREIGN OPERATIONS THAT WOULD BE ADVERSELY IMPACTED IN THE
EVENT OF WAR, POLITICAL DISRUPTION, CIVIL DISTURBANCE OR CHANGES IN GLOBAL TRADE
POLICIES.
Like most multinational oilfield service companies, we have operations in
certain international areas, including parts of the Middle East, North and West
Africa, Latin America, the Asia-Pacific region and the Commonwealth of
Independent States that are inherently subject to risks of war, political
disruption, civil disturbance and changes in global trade policies that may:
- disrupt oil and gas exploration and production activities;
- negatively impact results of operations;
- restrict the movement of funds;
- inhibit our ability to collect receivables;
- lead to U.S. government or international sanctions; and
- limit access to markets for periods of time.
OUR SIGNIFICANT OPERATIONS IN FOREIGN COUNTRIES EXPOSE US TO CURRENCY
FLUCTUATION RISKS.
A single European currency, the Euro, was introduced on January 1, 1999, at
which time the conversion rates between legacy currencies and the Euro were set
for 11 participating member countries. However, the legacy currencies in those
countries continued to be used as legal tender through January 1, 2002.
Thereafter, the legacy currencies were canceled, and the Euro bills and coins
are now used. The transition to the Euro did not have a significant impact on
our consolidated financial statements or our business operations.
Approximately 30.0% of our net assets are located outside the U.S. and are
carried on our books in local currencies. Changes in those currencies in
relation to the U.S. Dollar result in translation adjustments which are
reflected as accumulated other comprehensive loss in the shareholders' equity
section on our consolidated balance sheet. Changes in currencies also result in
the recognition of remeasurement and transactional gains and losses in our
consolidated statements of operations. Such remeasurement and transactional
gains and losses may adversely impact our results of operations.
In certain foreign countries, a component of our cost structure is U.S.
dollar denominated, whereas our revenues are partially local currency based,
therefore a devaluation of the local currency would adversely impact our
operating margins.
USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement, we will use the net
proceeds received by us from the sale of the securities offered by this
prospectus to finance acquisitions, refinance certain existing indebtedness and
for general corporate purposes. We may invest funds not required immediately for
such purposes in marketable securities and short-term investments.
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RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our and Weatherford Delaware's ratios of
earnings to fixed charges for the periods shown. As Weatherford Delaware is the
predecessor company to us, for periods prior to June 30, 2002, only Weatherford
Delaware's ratios of earnings to fixed charges are presented. Our ratio of
earnings to fixed charges on a consolidated basis is shown for the six months
ended June 30, 2002. You should read these ratios of earnings to fixed charges
in connection with our and Weatherford Delaware's consolidated financial
statements, including the notes to those statements, incorporated by reference
in this prospectus. We and Weatherford Delaware have no preferred stock dividend
obligations, accordingly our ratios of earnings to combined fixed charges and
preference share dividend requirements would be the same as our ratios of
earnings to fixed charges set forth below.
WEATHERFORD DELAWARE WEATHERFORD BERMUDA
-------------------------------------------------------- -------------------
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED SIX MONTHS ENDED
------------------------------------- JUNE 30, JUNE 30,
1997 1998 1999 2000 2001 2001 2002
----- ----- ----- ----- ----- ---------------- -------------------
Ratio of Earnings to
Fixed Charges........ 6.00x -- 1.52x 1.99x 4.79x 5.03x 3.48x
For the year ended December 31, 1998, earnings before fixed charges were
inadequate to cover fixed charges by $6.7 million. For the six months ended June
30, 2002, Weatherford Delaware's earnings were inadequate to cover fixed charges
by $70.6 million.
For purposes of computing the ratio of earnings to fixed charges, earnings
are divided by fixed charges. "Earnings" represent the aggregate of (a) our
earnings (loss) before income taxes, minority interest, extraordinary charges,
discontinued operations and equity in earnings of unconsolidated investees and
(b) fixed charges, net of interest capitalized (c) plus distributed income from
equity investments. "Fixed charges" represent interest (whether expensed or
capitalized), the amortization of capitalized debt costs and original issue
discount and that portion of rental expense on operating leases deemed to be the
equivalent of interest.
DESCRIPTION OF OUR DEBT SECURITIES
Any debt securities we offer under a prospectus supplement will be our
direct unsecured general obligations. The debt securities will be either senior
debt securities or subordinated debt securities (and may include medium-term
notes, or MTNs). The debt securities will be issued under one or more separate
indentures between us and a banking or financial institution, as trustee. Senior
debt securities will be issued under a senior indenture, and subordinated debt
securities will be issued under a subordinated indenture. Together, the senior
indenture and the subordinated indenture are called "indentures."
We have summarized selected provisions of the indentures below. The
following summary is a description of the material provisions of the indentures.
It does not restate those agreements in their entirety. We urge you to read each
of the indentures because, each one, and not this description, defines the
rights of holders of debt securities. A senior indenture and a subordinated
indenture have been filed as exhibits to this registration statement.
GENERAL
The debt securities will be our direct, unsecured obligations. The senior
debt securities will rank equally with all of our other senior unsecured and
unsubordinated debt. The subordinated debt securities will have a junior
position to all of our senior debt.
We conduct a substantial part of our operations through our subsidiaries.
To the extent of such operations, holders of debt securities will have a
position junior to the prior claims of creditors of our subsidiaries, including
trade creditors, debtholders, secured creditors, taxing authorities and
guarantee holders, and any preference shareholders, except to the extent that we
may ourself be a creditor with recognized claims against any subsidiary. Our
ability to pay the principal, premium, if any, and interest on
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any debt securities is, to a large extent, dependent upon the payment to us of
dividends, debt principal and interest or other charges by our subsidiaries.
A prospectus supplement and an indenture relating to any series of debt
securities being offered will include specific terms relating to the offering.
These terms will include some or all of the following:
- The title and type of the debt securities;
- The total principal amount of the debt securities;
- The percentage of the principal amount at which the debt securities will
be issued and any payments due if the maturity of the debt securities is
accelerated;
- The dates on which the principal of the debt securities will be payable;
- The interest rate which the debt securities will bear and the interest
payment dates for the debt securities;
- Any conversion or exchange features;
- Any optional redemption periods;
- Any sinking fund or other provisions that would obligate us to repurchase
or otherwise redeem some or all of the debt securities;
- Any provisions granting special rights to holders when a specified event
occurs;
- Any changes to or additional events of default or covenants;
- Any special tax implications of the debt securities, including provisions
for original issue discount securities, if offered; and
- Any other terms of the debt securities.
None of the indentures will limit the amount of debt securities that may be
issued. Each indenture will allow debt securities to be issued up to the
principal amount that may be authorized by us and may be in any currency or
currency unit designated by us.
Debt securities of a series may be issued in registered, coupon or global
form.
GUARANTEE BY WEATHERFORD DELAWARE
If the applicable prospectus supplement relating to a series of our senior
debt securities provides that those senior debt securities will have the benefit
of a guarantee by Weatherford Delaware, payment of the principal, premium, if
any, and interest on those senior debt securities will be unconditionally
guaranteed on an unsecured, unsubordinated basis by Weatherford Delaware. The
guarantee of senior debt securities will rank equally in right of payment with
all of the unsecured and unsubordinated indebtedness of Weatherford Delaware.
If the applicable prospectus supplement relating to a series of our
subordinated debt securities provides that those subordinated debt securities
will have the benefit of a guarantee by Weatherford Delaware, payment of the
principal, premium, if any, and interest on those subordinated debt securities
will be unconditionally guaranteed on an unsecured, subordinated basis by
Weatherford Delaware. The guarantee of the subordinated debt securities will be
subordinated in right of payment to all of Weatherford Delaware's existing and
future senior indebtedness (as defined in the related prospectus supplement),
including any guarantee of the senior debt securities, to the same extent and in
the same manner as the subordinated debt securities are subordinated to our
senior indebtedness (as defined in the related prospectus supplement). See
"Subordination" below.
The obligations of Weatherford Delaware under any such guarantee will be
limited as necessary to prevent the guarantee from constituting a fraudulent
conveyance or fraudulent transfer under applicable law.
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DENOMINATIONS
The prospectus supplement for each issuance of debt securities will state
that the securities issued in registered form will be issued in registered form
of $1,000 each or multiples thereof.
SUBORDINATION
Under a subordinated indenture, payment of the principal, interest and any
premium on the subordinated debt securities will generally be subordinated and
junior in right of payment to the prior payment in full of all senior debt. The
subordinated indenture will provide that no payment of principal, interest and
any premium on the subordinated debt securities may be made in the event:
- of any insolvency, bankruptcy or similar proceeding involving us or our
property; or
- we fail to pay the principal, interest, any premium or any other amounts
on any senior debt when due.
The subordinated indenture will not limit the amount of senior debt that we
may incur.
"Senior debt" includes all notes or other unsecured evidences of
indebtedness, including guarantees given by us, for money borrowed by us, not
expressed to be subordinate or junior in right of payment to any of our other
indebtedness.
In addition, our assets consist primarily of the capital stock of our
subsidiaries. Accordingly, we will depend on dividends and other distributions
from our subsidiaries in order to make payments on our debt securities and any
guarantees we issue. As a result, our indebtedness will be effectively junior to
the debt and other liabilities of our subsidiaries, including Weatherford
Delaware.
MERGERS AND SALE OF ASSETS
Each indenture will provide that we may not consolidate or amalgamate with
or merge into any other person or convey, transfer or lease our properties and
assets substantially as an entirety to another person, unless:
- the successor or resulting person assumes all of our obligations under
the indentures; and
- we or the successor or resulting person will not immediately be in
default under the indentures.
Upon the assumption of our obligations by a successor or resulting person,
subject to certain exceptions, we will be discharged from all obligations under
the indentures.
MODIFICATION OF INDENTURES
Each indenture will provide that our rights and obligations and the rights
of the holders may be modified with the consent of the holders of a majority in
aggregate principal amount of the outstanding debt securities of each series
affected by the modification. No modification of the principal or interest
payment terms, and no modification reducing the percentage required for
modifications, will be effective against any holder without its consent.
EVENTS OF DEFAULT
"Event of default," when used in an indenture, will mean any of the
following:
- failure to pay the principal of or any premium on any debt security when
due;
- failure to deposit any sinking fund payment when due;
- failure to pay interest on any debt security for 30 days;
- failure to perform any other covenant in the indenture that continues for
90 days after being given written notice;
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- certain events in bankruptcy, insolvency or reorganization of us; or
- any other event of default included in any indenture or supplemental
indenture.
An event of default for a particular series of debt securities does not
necessarily constitute an event of default for any other series of debt
securities issued under an indenture. The trustee may withhold notice to the
holders of debt securities of any default (except in the payment of principal or
interest) if it considers such withholding of notice to be in the best interests
of the holders.
If an event of default for any series of debt securities occurs and
continues, the trustee or the holders of a specified percentage in aggregate
principal amount of the debt securities of the series may declare the entire
principal of all the debt securities of that series to be due and payable
immediately. If this happens, subject to certain conditions, the holders of a
specified percentage of the aggregate principal amount of the debt securities of
that series can void the declaration.
Other than its duties in case of a default, a trustee is not obligated to
exercise any of its rights or powers under any indenture at the request, order
or direction of any holders, unless the holders offer the trustee reasonable
indemnification. If they provide this reasonable indemnification, the holders of
a majority in principal amount of any series of debt securities may direct the
time, method and place of conducting any proceeding or any remedy available to
the trustee, or exercising any power conferred upon the trustee, for any series
of debt securities.
COVENANTS
Under the indentures, we have agreed to:
- pay the principal of, interest and any premium on, the debt securities
when due;
- maintain a place of payment;
- deliver a report to the trustee at the end of each fiscal year reviewing
our obligations under the indentures; and
- deposit sufficient funds with any paying agent on or before the due date
for any principal, interest or premium.
We have also agreed to the following covenants relating to limitations on
liens and restrictions on sale-and-leaseback transactions.
LIMITATION ON LIENS
The senior indenture provides that we will not, nor will we permit any
subsidiary to, create, assume, incur or suffer to exist any lien upon any
principal property, whether owned or leased on the date of the senior indenture
or thereafter acquired, to secure any of our debt or any other person (other
than the senior debt securities issued under the senior indenture), without
causing all of the debt securities outstanding under the applicable indenture to
be secured equally and ratably with, or prior to, the new debt so long as new
debt is secured. This restriction does not prohibit us from creating the
following:
- certain liens existing, or provided for under the terms of existing
agreements, on the date that any debt securities are issued under the
senior indenture;
- liens on current assets to secure current liabilities;
- certain liens that are created within one year after acquisition,
completion and/or commencement of commercial operation on, property
acquired, constructed, altered or improved by us or any of our
subsidiaries;
- certain preexisting liens on any property acquired and liens on property
of a subsidiary existing at the time it became our subsidiary;
- liens in favor of us or our subsidiaries;
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- certain liens in favor of governmental bodies to secure progress, advance
or other payments;
- liens on any property securing indebtedness incurred for the purpose of
financing the purchase price or the cost of constructing, installing or
improving the property;
- liens on any property securing indebtedness issued or guaranteed by
governmental bodies; and
- any extension, renewal or replacement of the foregoing.
Notwithstanding the foregoing, under the senior indenture we may, and may
permit any subsidiary to, issue, assume or guarantee secured indebtedness which
would otherwise be subject to the foregoing restrictions, in an aggregate amount
which, with all other such secured indebtedness, does not exceed 15% of our
consolidated net worth. For purposes of this paragraph, "consolidated net worth"
means the amount of total shareholders' equity shown in our most recent
consolidated statement of our financial position.
SALE-AND-LEASEBACK TRANSACTIONS
The senior indenture provides that we will not, and we will not permit any
of our subsidiaries to, enter into any sale-and-leaseback transaction unless:
- at the time of entering into such sale-and-leaseback transaction, we or
our subsidiary would be entitled under the indentures to mortgage the
property under the indentures for an amount equal to the proceeds of the
sale-and-leaseback transaction without equally and ratably securing the
notes in compliance with the exceptions to the liens covenant in the
indentures;
- within a period commencing six months prior to the consummation of the
sale-and-leaseback transaction and ending six months after the
consummation of such transaction, we or our subsidiary expend an amount
equal to all or a portion of the net proceeds of such sale-and-leaseback
transaction for property used or to be used in the ordinary course of our
or our subsidiaries' businesses, and we have elected to designate that
amount as a credit against such sale-and-leaseback transaction, with any
such amount not so designated to be applied as set forth in the next
paragraph; or
- during the 12-month period after the effective date of the
sale-and-leaseback transaction, we apply to the retirement of the notes
or any of our pari passu indebtedness:
(i) an amount equal to the proceeds of the property sold in the
sale-and-leaseback transaction, which shall not be less than the fair value
of such property at the time of entering into such sale-and-leaseback
transaction, less
(ii) an amount equal to the principal amount of the notes and pari
passu indebtedness retired by us within that 12-month period and not
designated as a credit against any other sale-and-leaseback transaction by
us or any of our subsidiaries during that period.
PAYMENT AND TRANSFER
Principal, interest and any premium on fully registered securities will be
paid at designated places. Payment will be made by check and mailed to the
persons in whose names the debt securities are registered on days specified in
the indentures or any prospectus supplement. Debt securities payments in other
forms will be paid at a place designated by us and specified in a prospectus
supplement.
Fully registered securities may be transferred or exchanged at the
corporation trust office of the trustee or at any other office or agency
maintained by us for such purposes, without the payment of any service charge
except for any tax or governmental charge.
GLOBAL SECURITIES
Certain series of the debt securities may be issued as permanent global
debt securities to be deposited with a depositary with respect to that series.
Unless otherwise indicated in the prospectus supplement, the
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following is a summary of the depository arrangements applicable to debt
securities issued in permanent global form and for which The Depositary Trust
Company, or DTC, acts as depositary.
Each global debt security will be deposited with, or on behalf of, DTC, as
depositary, or its nominee and registered in the name of a nominee of DTC.
Except under the limited circumstances described below, global debt securities
are not exchangeable for definitive certificated debt securities.
Ownership of beneficial interests in a global debt security is limited to
institutions that have accounts with DTC or its nominee ("participants") or
persons that may hold interests through participants. In addition, ownership of
beneficial interests by participants in a global debt security will be evidenced
only by, and the transfer of that ownership interest will be effected only
through, records maintained by DTC or its nominee for a global debt security.
Ownership of beneficial interests in a global debt security by persons that hold
through participants will be evidenced only by, and the transfer of that
ownership interest within that participant will be effected only through,
records maintained by that participant. DTC has no knowledge of the actual
beneficial owners of the debt securities. Beneficial owners will not receive
written confirmation from DTC of their purchase, but beneficial owners are
expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the participants through
which the beneficial owners entered the transaction. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may impair the ability
to transfer beneficial interests in a global debt security.
Payment of principal of, and interest on, debt securities represented by a
global debt security registered in the name of or held by DTC or its nominee
will be made to DTC or its nominee, as the case may be, as the registered owner
and holder of the global debt security representing the debt securities. We have
been advised by DTC that upon receipt of any payment of principal of, or
interest on, a global debt security, DTC will immediately credit accounts of
participants on its book-entry registration and transfer system with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of that global debt security as shown in the records of DTC. Payments by
participants to owners of beneficial interests in a global debt security held
through those participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the sole
responsibility of those participants, subject to any statutory or regulatory
requirements that may be in effect from time to time.
Neither we, any trustee nor any of our respective agents will be
responsible for any aspect of the records of DTC, any nominee or any participant
relating to, or payments made on account of, beneficial interests in a permanent
global debt security or for maintaining, supervising or reviewing any of the
records of DTC, any nominee or any participant relating to such beneficial
interests.
A global debt security is exchangeable for definitive debt securities
registered in the name of, and a transfer of a global debt security may be
registered to, any person other than DTC or its nominee, only if:
- DTC notifies us that it is unwilling or unable to continue as depositary
for that global debt security or at any time DTC ceases to be registered
under the Exchange Act;
- we determine in our discretion that the global debt security shall be
exchangeable for definitive debt securities in registered form; or
- there shall have occurred and be continuing an event of default or an
event which, with notice or the lapse of time or both, would constitute
an event of default under the debt securities.
Any global debt security that is exchangeable pursuant to the preceding
sentence will be exchangeable in whole for definitive debt securities in
registered form, of like tenor and of an equal aggregate principal amount as the
global debt security, in denominations of $1,000 and integral multiples thereof.
The definitive debt securities will be registered by the registrar in the name
or names instructed by DTC. We expect that these instructions may be based upon
directions received by DTC from its participants with respect to ownership of
beneficial interests in the global debt security.
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Except as provided above, owners of the beneficial interests in a global
debt security will not be entitled to receive physical delivery of debt
securities in definitive form and will not be considered the holders of debt
securities for any purpose under the indentures. No global debt security shall
be exchangeable except for another global debt security of like denomination and
tenor to be registered in the name of DTC or its nominee. Accordingly, each
person owning a beneficial interest in a global debt security must rely on the
procedures of DTC and, if that person is not a participant, on the procedures of
the participant through which that person owns its interest, to exercise any
rights of a holder under the global debt security or the indentures.
We understand that, under existing industry practices, in the event that we
request any action of holders, or an owner of a beneficial interest in a global
debt security desires to give or take any action that a holder is entitled to
give or take under the debt securities or the indentures, DTC would authorize
the participants holding the relevant beneficial interest to give or take that
action, and those participants would authorize beneficial owners owning through
those participants to give or take that action or would otherwise act upon the
instructions of beneficial owners owning through them.
DTC has advised us that DTC is a limited purpose trust company organized
under the laws of the State of New York, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered under the Exchange Act. DTC was created
to hold securities of its participants and to facilitate the clearance and
settlement of securities transactions among its participants in those securities
through electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is owned by a number
of its participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to DTC's book-entry system is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. The rules
applicable to DTC and its participants are on file with the SEC.
DEFEASANCE
We may choose to either discharge our obligations on the debt securities of
any series in a legal defeasance, or to be released from covenant restrictions
on the debt securities of any series in a covenant defeasance. We may do so at
any time on the 91st day after we deposit with the applicable trustee sufficient
cash or government securities to pay the principal, interest, any premium and
any other sums due on the stated maturity date or a redemption date of the debt
securities of the series. If we choose the legal defeasance option, the holders
of the debt securities of the series will not be entitled to the benefits of the
applicable indenture, except for certain obligations, including obligations to
register the transfer or exchange of debt securities, to replace lost, stolen or
mutilated debt securities, to pay principal and interest on the original stated
due dates and certain other obligations set forth in the indenture.
We may discharge our obligations under the indentures or be released from
covenant restrictions only if we meet certain requirements. Among other things,
we must deliver to the trustee an opinion of our legal counsel to the effect
that holders of the series of debt securities will not recognize income, gain or
loss for United States federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amount and in
the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred. In the case of legal defeasance only,
this opinion must be based on either a ruling received from or published by the
Internal Revenue Service or a change in United States federal income tax law
since the date of the indenture. We may not have a default on the debt
securities discharged on the date of deposit.
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GOVERNING LAW
Each indenture and the debt securities will be governed by and construed in
accordance with the laws of the State of New York.
NOTICES
Notices to holders of debt securities will be given by mail to the
addresses of such holders as they appear in the security register for such debt
securities.
NO PERSONAL LIABILITY OF OFFICERS, DIRECTORS, EMPLOYEES OR SHAREHOLDERS
No director, officer, employee or shareholder, as such, of ours or any of
our affiliates shall have any personal liability in respect of our obligations
under any indenture or the debt securities by reason of his, her or its status
as such.
DESCRIPTION OF WEATHERFORD DELAWARE'S DEBT SECURITIES
Except as described in this section, the above descriptions of our debt
securities also apply to any debt securities that may be issued by Weatherford
Delaware. With respect to debt securities issued by Weatherford Delaware, the
references in the above section to "we", "us" and "our" should be replaced with
references to Weatherford Delaware.
GUARANTEE OF WEATHERFORD DELAWARE DEBT SECURITIES
If the applicable prospectus supplement relating to a series of Weatherford
Delaware's senior debt securities provides that those senior debt securities
will have the benefit of the guarantee by Weatherford Bermuda, payment of the
principal, premium, if any, and interest on those senior debt securities will be
unconditionally guaranteed on an unsecured, unsubordinated basis by Weatherford
Bermuda. The guarantee of senior debt securities will rank equally in right of
payment with all of the unsecured and unsubordinated indebtedness of Weatherford
Bermuda.
If the applicable prospectus supplement relating to a series of Weatherford
Delaware's subordinated debt securities provides that those subordinated debt
securities will have the benefit of the guarantee by Weatherford Bermuda,
payment of the principal, premium, if any, and interest on those subordinated
debt securities will be unconditionally guaranteed on an unsecured, subordinated
basis by Weatherford Bermuda. The guarantee of Weatherford Delaware's
subordinated debt securities will be subordinated in right of payment to all of
Weatherford Bermuda's existing and future senior indebtedness (as defined in the
related prospectus supplement), including any guarantee of Weatherford
Delaware's senior debt securities, to the same extent and in the same manner as
Weatherford Delaware's subordinated debt securities are subordinated to our
senior indebtedness (as defined in the related prospectus supplement).
The obligations of Weatherford Bermuda under any such guarantee will be
limited as necessary to prevent the guarantee from constituting a fraudulent
conveyance or fraudulent transfer under applicable law.
DESCRIPTION OF SHARE CAPITAL
Our authorized share capital consists of 500,000,000 common shares, par
value US$1.00 per share, and 10,000,000 undesignated preference shares, par
value US$1.00 per share. The following summary is qualified in its entirety by
the provisions of our memorandum of association and our bye-laws, which are both
publicly available. As of October 11, 2002, there were 120,330,667 common shares
issued and outstanding (excluding common shares held by subsidiaries), 9,735,310
shares held by subsidiaries and no preference shares issued and outstanding. As
of that date, we also had approximately 35.2 million common
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shares reserved for issuance in connection with options or other awards
outstanding under various employee or director incentive, compensation and
option plans, and for issuance:
- pursuant to conversions of Weatherford Delaware's 5% Convertible
Subordinated Preferred Equivalent Debentures due 2027, which we have
guaranteed;
- pursuant to conversions of Weatherford Delaware's Zero Coupon Convertible
Senior Debentures due 2020, which we have guaranteed;
- upon exercise of a warrant issued to Shell Technology Ventures Inc.
pursuant to the Warrant Agreement, dated February 28, 2002, between Shell
Technology Ventures Inc. and Weatherford International, Inc.; and
- in connection with prior acquisitions.
COMMON SHARES
Under Bermuda law, a company is required to convene at least one general
meeting of shareholders each calendar year. Bermuda law provides that a special
general meeting of shareholders may be called by the board of directors of a
company and must be called upon the request of shareholders holding not less
than 10% of the paid-up capital of the company carrying the right to vote.
Bermuda law also requires that shareholders be given at least five days' advance
notice (unless shorter notice is agreed, as described below) of a general
meeting, but the accidental omission to give notice to any person does not
invalidate the proceedings at a meeting. Our bye-laws provide that the chairman
or our board of directors may convene an annual general meeting or a special
general meeting. Under our bye-laws, at least 10 days' notice of an annual
general meeting or a special general meeting must be given to each shareholder
entitled to vote at such meeting. This notice requirement is subject to the
ability to hold such meetings on shorter notice if such notice is agreed: (i) in
the case of an annual general meeting, by all of the shareholders entitled to
attend and vote at such meeting; or (ii) in the case of a special general
meeting, by a majority of the shareholders entitled to attend and vote at the
meeting holding not less than 95% of the shares entitled to vote at such
meeting. The quorum required for a general meeting of shareholders is two or
more persons present in person and representing in person or by proxy a majority
of the shares entitled to vote at such meeting.
Holders of our common shares are entitled to one vote per share on all
matters submitted to a vote of the holders of our common shares. Our bye-laws do
not provide for cumulative voting. Except as specifically provided in our
bye-laws or in the Companies Act 1981 of Bermuda (the "Companies Act"), any
action to be taken by the shareholders at any meeting at which a quorum is in
attendance shall be decided by a majority of the issued shares present in person
or represented by proxy and voting at such meeting. There are no limitations
imposed by Bermuda law or our bye-laws on the right of shareholders who are not
Bermuda residents to hold or vote our common shares.
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PRICE RANGE OF COMMON SHARES
Our common shares are traded on the New York Stock Exchange under the
symbol "WFT." The following table sets forth, for the periods indicated, the
high and low sale price per share of our common shares, since the
reorganization, and the high and low sale price per share of Weatherford
Delaware common stock, prior to the reorganization, in each case on the New York
Stock Exchange.
HIGH LOW
------- -------
(U.S.$) (U.S.$)
1999 -- Weatherford Delaware
First Quarter............................................... 29.63 16.75
Second Quarter.............................................. 39.69 22.94
Third Quarter............................................... 40.44 29.75
Fourth Quarter.............................................. 42.13 28.25
2000 -- Weatherford Delaware (a)
First Quarter............................................... 62.00 34.88
Second Quarter.............................................. 61.69 35.00
Third Quarter............................................... 50.25 36.38
Fourth Quarter.............................................. 49.38 31.75
2001 -- Weatherford Delaware
First Quarter............................................... 58.94 42.31
Second Quarter.............................................. 60.38 44.38
Third Quarter............................................... 48.25 22.69
Fourth Quarter.............................................. 39.13 24.19
2002 -- Weatherford Delaware
First Quarter............................................... 49.80 32.55
Second Quarter (through June 26, 2002)...................... 54.25 42.73
2002 -- Weatherford Bermuda
Second Quarter (from June 27, 2002 through June 30, 2002)... 46.20 43.11
Third Quarter............................................... 45.19 33.10
Fourth Quarter (through October 14, 2002)................... 40.05 34.86
---------------
(a) The price of Weatherford Delaware's common stock and our common shares,
subsequent to April 14, 2000, reflects the spin-off of Grant Prideco, Inc.
DIVIDEND RIGHTS
Under Bermuda law, a company's board of directors may declare and pay
dividends from time to time unless there are reasonable grounds for believing
that the company is, or would after the payment be, unable to pay its
liabilities as they become due or that the realizable value of its assets would
thereby be less than the aggregate of its liabilities and issued share capital
and share premium accounts. Each of our common shares is entitled to dividends
if, as and when dividends are declared by its board of directors, subject to any
preferred dividend right of the holders of any preference shares. There are no
restrictions on our ability to transfer funds (other than funds denominated in
Bermuda dollars) in and out of Bermuda or to pay dividends to U.S. residents who
are holders of our common shares.
Any cash dividends payable to our shareholders at any time when the
corresponding shares are quoted on the New York Stock Exchange will be paid to
American Stock Transfer & Trust Company, our transfer agent in the United
States, for disbursement to those holders. We do not anticipate that we will pay
any cash dividends on our common shares in the foreseeable future.
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PREEMPTIVE, REDEMPTION, SINKING FUND AND CONVERSION RIGHTS
Holders of our common shares have no preemptive, redemption, conversion or
sinking fund rights.
REGISTRAR OR TRANSFER AGENT
A register of holders of our common shares is maintained by Codan Services
Limited in Bermuda, and a branch register is maintained in the United States by
American Stock Transfer & Trust Company, who serves as branch registrar and
transfer agent.
PREFERENCE SHARES
Pursuant to Bermuda law and our bye-laws, our board of directors by
resolution may establish one or more series of preference shares having such
number of shares, designations, dividend rates, relative voting rights,
conversion or exchange rights, redemption rights, liquidation rights and other
relative participation, optional or other special rights, qualifications,
limitations or restrictions as may be fixed by the board of directors without
any further shareholder approval. Such rights, preferences, powers and
limitations as may be established could also have the effect of discouraging an
attempt to obtain control of us.
ANTI-TAKEOVER PROVISIONS
Our bye-laws have provisions that could have an anti-takeover effect. In
addition, our bye-laws include an "advance notice" provision that places time
limitations on shareholders' nominations of directors and submission of
proposals for consideration at an annual general meeting. These provisions are
intended to enhance the likelihood of continuity and stability in the
composition of the board of directors and in the policies formulated by the
board of directors and to encourage negotiations with the board of directors in
transactions that may involve an actual or potential change of control of us.
Directors can be removed from office at a special general meeting of
shareholders only for cause by the affirmative vote of the holders of a majority
of our voting power on the relevant record date. The board of directors does not
have the power to remove directors. These provisions can delay a shareholder
from obtaining majority representation on the board of directors.
Our bye-laws also provide that our board of directors will consist of not
less than three nor more than 18 persons, the exact number to be set from time
to time by the affirmative vote of a majority of the directors then in office.
Accordingly, our board of directors, and not the shareholders, has the authority
to determine the number of directors and could delay any shareholder from
obtaining majority representation on our board of directors by enlarging the
size of our board of directors and filling the new vacancies with its own
nominees.
Our bye-laws provide that at any annual general meeting, only such business
shall be conducted as shall have been brought before the meeting by or at the
direction of our board of directors, by any shareholder who complies with
certain procedures set forth in our bye-laws or by any shareholder pursuant to
the valid exercise of the power granted under the Companies Act. For business to
be properly brought before an annual general meeting by a shareholder in
accordance with the terms of our bye-laws, the shareholder must have given
timely notice thereof in proper written form to our Secretary and satisfied all
requirements under applicable rules promulgated by the Securities and Exchange
Commission or by the New York Stock Exchange or any other exchange on which our
securities are traded. To be timely for consideration at the annual general
meeting, such shareholder's notice must be received by the Secretary at our
principal executive offices and our registered office in Bermuda not less than
60 days nor more than 90 days prior to the anniversary date of the immediately
preceding annual general meeting, provided that in the event that the annual
general meeting is called for a date that is not within 60 days before or after
such anniversary date, not later than the seventh day following the day on which
such notice of the date of the annual general meeting was mailed or such public
disclosure of the date of the annual general meeting was made, whichever occurs
first. In order for a shareholder to nominate directors in connection with an
annual general meeting of shareholders, a shareholder's notice of his intention
to make such nominations
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must be received in proper written form as specified in our bye-laws by our
Secretary within the time limits described above. In addition, the Companies Act
provides for a mechanism by which not less than 100 shareholders or shareholders
holding at least 5% of the voting power of a Bermuda company may require the
company to give notice of a resolution that may properly be moved at an annual
general meeting of the company, or to circulate to members entitled to notice of
any general meeting a statement with respect to any proposed resolution or
business to be dealt with at that meeting.
Subject to the terms of any other class of shares in issue, any action
required or permitted to be taken by the holders of our common shares must be
taken at a duly called special or annual general meeting of shareholders unless
taken by written resolution signed by or on behalf of all holders of common
shares. Under our bye-laws, special general meetings may be called at any time
by the chairman, the board of directors or when requisitioned by shareholders
pursuant to the provisions of the Companies Act. The Companies Act permits
shareholders holding at least 10% of the paid-up capital of a company entitled
to vote at general meetings to requisition a special general meeting.
Our board of directors is authorized to issue, from time to time, without
obtaining any vote or consent of the holders of any class or series of shares
unless expressly provided by the terms of issue of a class or series, any
authorized and unissued shares on such terms and conditions as it may determine.
For example, the board of directors could authorize the issuance of preference
shares with rights that could discourage a takeover or other transaction that
holders of some or a majority of our common shares might believe to be in their
best interests or in which holders might receive a premium for their shares over
the then market price of the shares.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase:
- our common shares, preference shares or other equity securities;
- our debt securities (which may be guaranteed by Weatherford Delaware);
- Weatherford Delaware's debt securities (which may be guaranteed by us);
or
- debt or equity securities or securities of third parties or other rights,
including rights to receive payment in cash or securities based on the
value, rate or price of one or more specified commodities, currencies,
securities or indices, or any combination of the foregoing.
Warrants may be issued independently or together with any other securities
and may be attached to, or separate from, such securities. Each series of
warrants will be issued under a separate warrant agreement to be entered into
between us and a warrant agent. In addition to this summary, you should refer to
the warrant agreement, including the forms of warrant certificate representing
the warrants, relating to the specific warrants being offered for the complete
terms of the warrant agreement and the warrants. That warrant agreement,
together with the terms of warrant certificate and warrants, will be filed with
the SEC in connection with the offering of the specific warrants.
The applicable prospectus supplement will describe the following terms of
any warrants in respect of which this prospectus is being delivered:
- the title of such warrants;
- the aggregate number of such warrants;
- the price or prices at which such warrants will be issued;
- the currency or currencies, in which the price of such warrants will be
payable;
- the securities or other rights, including rights to receive payment in
cash or securities based on the value, rate or price of one or more
specified commodities, currencies, securities or indices, or any
combination of the foregoing, purchasable upon exercise of such warrants;
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- the price at which and the currency or currencies in which the securities
or other rights purchasable upon exercise of such warrants may be
purchased;
- the date on which the right to exercise such warrants shall commence and
the date on which such right shall expire;
- if applicable, the minimum or maximum amount of such warrants which may
be exercised at any one time;
- if applicable, the designation and terms of the securities with which
such warrants are issued and the number of such warrants issued with each
such security;
- if applicable, the date on and after which such warrants and the related
securities will be separately transferable; information with respect to
book-entry procedures, if any; and
- if applicable, a discussion of any material United States federal income
tax considerations; and any other terms of such warrants, including
terms, procedures and limitations relating to the exchange and exercise
of such warrants.
DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may issue units
consisting of one or more of our warrants, debt securities (which may be
guaranteed by Weatherford Delaware), preference shares, common shares,
Weatherford Delaware's debt securities (which may be guaranteed by us) or any
combination of such securities.
The applicable prospectus supplement will describe:
- the terms of the units and of any of our warrants, debt securities (which
may be guaranteed by Weatherford Delaware), preference shares, common
shares and/or Weatherford Delaware's debt securities (which may be
guaranteed by us) comprising the units, including whether and under what
circumstances the securities comprising the units may be traded
separately;
- a description of the terms of any unit agreement governing the units;
- a description of the provisions for the payment, settlement, transfer or
exchange of the units; and
- if applicable, a discussion of any material United States federal income
tax considerations.
CERTAIN TAX CONSIDERATIONS
BERMUDA TAX CONSIDERATIONS
At the present time, there is no Bermuda income or profits tax, withholding
tax, capital gains tax, capital transfer tax, estate duty or inheritance tax
payable by Weatherford Bermuda or by Weatherford Bermuda securityholders in
respect of its shares, debt securities or warrants. Weatherford Bermuda has
obtained an assurance from the Minister of Finance of Bermuda under the Exempted
Undertakings Tax Protection Act 1966 that, in the event that any legislation is
enacted in Bermuda imposing any tax computed on profits or income, or computed
on any capital asset, gain or appreciation or any tax in the nature of estate
duty or inheritance tax, such tax shall not, until March 28, 2016, be applicable
to Weatherford Bermuda or to any of its operations or to its shares, debentures
or other obligations except insofar as such tax applies to persons ordinarily
resident in Bermuda or to any taxes payable by Weatherford Bermuda in respect of
real property or leasehold interests in Bermuda held by it.
BARBADOS TAX CONSIDERATIONS
Weatherford Bermuda will be registered to operate as an "International
Business Company" or "IBC" for Barbados tax purposes and Weatherford Bermuda
will be legally managed and controlled through an
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executive office located in Barbados. Under current Barbados law, an IBC is
subject to tax on its international business profits generated outside of
Barbados at a maximum rate of 2.5%. This tax rate gradually decreases to 1% as
taxable income increases. The benefits of these lower tax rates for companies
registered as IBCs can be guaranteed by the Minister for up to 15 years.
Barbados imposes no income tax on capital gains. In addition to Barbados income
tax, Weatherford Bermuda will be subject to Barbados property transfer tax to
the extent that it transfers real property owned in Barbados and certain other
taxes to the extent that it employs persons in Barbados.
Under existing Barbados law, there will be no Barbados income or
withholding tax imposed on any dividends, interest, royalties or other amounts
paid by Weatherford Bermuda to any person resident outside of Barbados.
Furthermore, U.S. shareholders will not be subject to any Barbados taxation on
the sale or other transfer (including by gift or on the death of the
shareholder) of Weatherford Bermuda common shares.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain United States federal income tax
consequences, as of the date of this document, of the ownership of our debt
securities, common shares, preference shares or warrants by beneficial owners
that purchase the debt securities, shares or warrants in connection with their
initial issuance, that hold the debt securities, shares or warrants as capital
assets and that are "United States holders" under the Internal Revenue Code.
Under the Internal Revenue Code, you are a "United States holder" if you are:
- a citizen or resident of the United States;
- a corporation or partnership created or organized in or under the laws of
the United States or any political subdivision thereof;
- an estate of which the income is subject to United States federal income
taxation regardless of its source;
- a trust if it (1) is subject to the primary supervision of a court within
the United States and one or more United States holders have the
authority to control all substantial decisions of the trust or (2) has a
valid election in effect under applicable United States Treasury
regulations to be treated as a United States holder.
This summary is based on current law, which is subject to change, perhaps
retroactively, is for general purposes only and should not be considered tax
advice. This summary does not represent a detailed description of the United
States federal income tax consequences to you in light of your particular
circumstances. In addition, it does not present a description of the United
States federal income tax consequences applicable to you if you are subject to
special treatment under the United States federal income tax laws, including if
you are:
- a dealer in securities or currencies;
- a trader in securities if you elect to use a mark-to-market method of
accounting for your securities holdings;
- a bank or financial institution;
- an insurance company;
- a tax-exempt organization;
- a person liable for alternative minimum tax;
- a person holding debt securities, common shares, preference shares or
warrants as part of a hedging, integrated or conversion transaction,
constructive sale or straddle;
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- a person owning, actually or constructively, 10% or more of our voting
shares or 10% or more of the voting shares of any of our non-United
States subsidiaries;
- a United States holder whose "functional currency" is not the United
States dollar;
- a regulated investment company; or
- a real estate investment trust.
We cannot assure you that a later change in law will not alter
significantly the tax considerations that we describe in this summary. The
discussion below assumes that all debt securities issued hereunder will be
classified as debt for United States federal income tax purposes, and holders
should note that in the event of an alternative characterization, the tax
consequences would differ from those discussed below.
If a partnership holds our debt securities, common shares, preference
shares or warrants, the tax treatment of a partner will generally depend upon
the status of the partner and the activities of the partnership. If you are a
partner of a partnership holding our debt securities, common shares, preference
shares or warrants, you should consult your tax advisor.
You should consult your own tax advisor concerning the particular United
States federal income tax consequences to you of the ownership and disposition
of debt securities, common shares, preference shares or warrants, as well as the
consequences to you arising under the laws of any other taxing jurisdiction.
DEBT SECURITIES
This summary is not intended to include all of the possible types of debt
securities that we may issue under this prospectus, including, for example,
senior debt securities or subordinated debt securities (which may include
medium-term notes). We will describe any additional United States federal income
tax consequences resulting from a specific issuance of debt securities in the
applicable prospectus supplement.
PAYMENT OF INTEREST
Except as provided below, interest on a debt security will generally be
taxable to you as ordinary income at the time it is paid or accrued in
accordance with your method of accounting for tax purposes.
ORIGINAL ISSUE DISCOUNT
If you own debt securities issued with original issue discount, which we
refer to as "OID", you will be subject to special tax accounting rules, as
described in greater detail below. In that case, you should be aware that you
generally must include OID in gross income in advance of the receipt of cash
attributable to that income. However, you generally will not be required to
include separately in income cash payments received on the debt securities, even
if denominated as interest, to the extent those payments do not constitute
qualified stated interest, as defined below. Notice will be given in the
applicable prospectus supplement when we determine that a particular debt
security will be an original issue discount debt security.
A debt security with an issue price that is less than its "stated
redemption price at maturity" (the sum of all payments to be made on the debt
security other than "qualified stated interest") generally will be issued with
OID if that difference is at least 0.25% of the stated redemption price at
maturity multiplied by the number of complete years to maturity. The "issue
price" of each debt security in a particular offering will be the first price at
which a substantial amount of that particular offering is sold to the public.
The term "qualified stated interest" means stated interest that is
unconditionally payable in cash or in property, other than debt instruments of
the issuer, and meets all of the following conditions:
- it is payable at least once per year;
- it is payable over the entire term of the debt security; and
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- it is payable at a single fixed rate or, subject to certain conditions,
based on one or more interest indices.
We will give you notice in the applicable prospectus supplement when we
determine that a particular debt security will bear interest that is not
qualified stated interest.
If you own a debt security issued with de minimis OID, i.e., discount that
is not OID because it is less than 0.25% of the stated redemption price at
maturity multiplied by the number of complete years to maturity, you generally
must include the de minimis OID in income at the time payments, other than
qualified stated interest, on the debt securities are made in proportion to the
amount paid. Any amount of de minimis OID that you have included in income will
be treated as capital gain.
Certain of the debt securities may contain provisions permitting them to be
redeemed prior to their stated maturity at our option and/or your option.
Original issue discount debt securities containing those features may be subject
to rules that differ from the general rules discussed herein. If you are
considering the purchase of original issue discount debt securities with those
features, you should carefully examine the applicable prospectus supplement and
should consult your own tax advisors with respect to those features since the
tax consequences to you with respect to OID will depend, in part, on the
particular terms and features of the debt securities.
If you own original issue discount debt securities with a maturity upon
issuance of more than one year you generally must include OID in income in
advance of the receipt of some or all of the related cash payments using the
"constant yield method" described in the following paragraph.
The amount of OID that you must include in income if you are the initial
United States holder of an original issue discount debt security is the sum of
the "daily portions" of OID with respect to the debt security for each day
during the taxable year or portion of the taxable year in which you held that
debt security ("accrued OID"). The daily portion is determined by allocating to
each day in any "accrual period" a pro rata portion of the OID allocable to that
accrual period. The "accrual period" for an original issue discount debt
security may be of any length and may vary in length over the term of the debt
security, provided that each accrual period is no longer than one year and each
scheduled payment of principal or interest occurs on the first day or the final
day of an accrual period. The amount of OID allocable to any accrual period is
an amount equal to the excess, if any, of:
- the debt security's adjusted issue price at the beginning of the accrual
period times its yield to maturity, determined on the basis of
compounding at the close of each accrual period and properly adjusted for
the length of the accrual period, over
- the aggregate of all qualified stated interest allocable to the accrual
period.
OID allocable to a final accrual period is the difference between the
amount payable at maturity, other than a payment of qualified stated interest,
and the adjusted issue price at the beginning of the final accrual period. The
"adjusted issue price" of a debt security at the beginning of any accrual period
is equal to its issue price increased by the accrued OID for each prior accrual
period, determined without regard to the amortization of any acquisition or bond
premium, as described below, and reduced by any payments made on the debt
security (other than qualified stated interest) on or before the first day of
the accrual period. Under these rules, you will have to include in income
increasingly greater amounts of OID in successive accrual periods. We are
required to provide information returns stating the amount of OID accrued on
debt securities held of record by holders other than corporations and other
exempt holders.
You may elect to treat all interest on any debt security as OID and
calculate the amount includible in gross income under the constant yield method
described above. For purposes of this election, interest includes stated
interest, acquisition discount, OID, de minimis OID, market discount, de minimis
market discount and unstated interest, as adjusted by any amortizable bond
premium or acquisition premium. You must make this election for the taxable year
in which you acquired the debt security, and you may not revoke the election
without the consent of the Internal Revenue Service. You should consult with
your own tax advisors about this election.
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MARKET DISCOUNT
If you purchase a debt security, other than an original issue discount debt
security, for an amount that is less than its stated redemption price at
maturity, or, in the case of an original issue discount debt security, its
adjusted issue price, the amount of the difference will be treated as "market
discount" for United States federal income tax purposes, unless that difference
is less than a specified de minimis amount. Under the market discount rules, you
will be required to treat any payment, other than qualified stated interest, on,
or any gain on the sale, exchange, retirement or other disposition of, a debt
security as ordinary income to the extent of the market discount that you have
not previously included in income and are treated as having accrued on the debt
security at the time of its payment or disposition. In addition, you may be
required to defer, until the maturity of the debt security or its earlier
disposition in a taxable transaction, the deduction of all or a portion of the
interest expense on any indebtedness attributable to the debt security.
Any market discount will be considered to accrue ratably during the period
from the date of acquisition to the maturity date of the debt security, unless
you elect to accrue on a constant interest method. Your election to accrue
market discount on a constant interest method is to be made for the taxable year
in which you acquired the debt security, applies only to that debt security and
may not be revoked without the consent of the Internal Revenue Service. You may
elect to include market discount in income currently as it accrues, on either a
ratable or constant interest method, in which case the rule described above
regarding deferral of interest deductions will not apply. Your election to
include market discount in income currently, once made, applies to all market
discount obligations acquired by you on or after the first taxable year to which
your election applies and may not be revoked without the consent of the Internal
Revenue Service. You should consult your own tax advisor before making either
election described in this paragraph.
ACQUISITION PREMIUM; AMORTIZABLE BOND PREMIUM
If you purchase an original issue discount debt security for an amount that
is greater than its adjusted issue price but equal to or less than the sum of
all amounts payable on the debt security after the purchase date other than
payments of qualified stated interest, you will be considered to have purchased
that debt security at an "acquisition premium." Under the acquisition premium
rules, the amount of OID that you must include in gross income with respect to
the debt security for any taxable year will be reduced by the portion of the
acquisition premium properly allocable to that year.
If you purchase a debt security, including an original issue discount debt
security, for an amount in excess of the sum of all amounts payable on the debt
security after the purchase date other than qualified stated interest, you will
be considered to have purchased the debt security at a "premium" and, if it is
an original issue discount debt security, you will not be required to include
any OID in income. You generally may elect to amortize the premium over the
remaining term of the debt security on a constant yield method as an offset to
interest when includible in income under your regular accounting method. If you
do not elect to amortize bond premium, that premium will decrease the gain or
increase the loss you would otherwise recognize on disposition of the debt
security. Your election to amortize premium on a constant yield method will also
apply to all debt obligations held or subsequently acquired by you on or after
the first day of the first taxable year to which the election applies. You may
not revoke the election without the consent of the Internal Revenue Service. You
should consult your own tax advisor before making this election.
SALE, EXCHANGE AND RETIREMENT OF DEBT SECURITIES
Your tax basis in a debt security will, in general, be your cost for that
debt security, increased by OID, market discount or any discount with respect to
a short-term debt security that you previously included in income, and reduced
by any amortized premium and any cash payments on the debt security other than
qualified stated interest. Upon the sale, exchange, retirement or other
disposition of a debt security, you will recognize gain or loss equal to the
difference between the amount you realize upon the
25
sale, exchange, retirement or other disposition (less an amount equal to any
accrued qualified stated interest previously includible in income, which will be
treated as a payment of interest for United States federal income tax purposes),
and the adjusted tax basis of the debt security. Except as described above with
respect to market discount, that gain or loss will be United States source
capital gain or loss. Capital gains of individuals derived in respect of capital
assets held for more than one year are eligible for reduced rates of taxation.
The deductibility of capital losses is subject to limitations.
INFORMATION REPORTING AND BACKUP WITHHOLDING
In general, information reporting will apply to certain payments of
principal, interest, OID and premium paid on debt securities and to the proceeds
of sale of a debt security made to you (unless you are an exempt recipient such
as a corporation). A backup withholding tax will apply to these payments if you
fail to provide a taxpayer identification number, a certification of exempt
status, or fail to report in full dividend and interest income.
Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against your United States federal income tax liability,
provided you furnish the required information to the Internal Revenue Service.
COMMON SHARES AND PREFERENCE SHARES
The consequences of the purchase, ownership or disposition of our shares
depend on a number of factors including:
- the term of the shares;
- any put or call or redemption provisions with respect to the shares;
- any conversion or exchange features with respect to the shares; and
- the price at which the shares are sold.
- You should carefully examine the applicable prospectus supplement
regarding the material United States federal income tax consequences, if
any of the holding and disposition of shares with such terms.
DISTRIBUTIONS ON OUR SHARES
We do not anticipate that we will pay any cash dividends on our common
shares for the foreseeable future. Subject to this and the passive foreign
investment company rules discussed below, in general, you will be required to
include in gross income as ordinary income the gross amount of any distribution
on your common shares or preference shares to the extent that the distribution
is paid out of our current or accumulated earnings and profits as determined for
United States federal income tax purposes (a "dividend"). These dividends will
not be eligible for the dividends-received deduction, which is generally allowed
to United States corporate shareholders on dividends received from certain
domestic and foreign corporations. Distributions in excess of the current and
accumulated earnings and profits will be applied first to reduce your adjusted
tax basis in the common shares or preference shares, and thereafter will
constitute gain from the sale or other taxable disposition of your shares. We
will calculate our earnings and profits under United States federal income tax
principles.
For foreign tax credit purposes, dividends paid by a foreign corporation
generally constitute foreign source income. However, under Section 904(g) of the
Internal Revenue Code, dividends paid by a foreign corporation that is more than
50% owned by United States persons may be treated as United States source income
for foreign tax credit purposes to the extent that the foreign corporation
itself has more than an insignificant amount of United States source income. We
expect that a portion of any dividends we pay will be treated as United States
source income under Section 904(g) of the Internal Revenue Code. To the extent
that any dividends we distribute are treated as foreign source income, however,
these dividends
26
generally will constitute passive income or, in the case of certain United
States holders, financial services income for foreign tax credit purposes.
PREFERENCE SHARES REDEMPTION PREMIUM
Under Section 305(c) of the Internal Revenue Code and the applicable United
States Treasury regulations thereunder, if in certain circumstances the
redemption price of the preference shares exceeds its issue price by more than a
de minimis amount, the difference-which we refer to as "redemption
premium"-- will be taxable as a constructive distribution to you over time of
additional preference shares. These constructive distributions would be treated
first as a dividend to the extent of our current and accumulated earnings and
profits and otherwise would be subject to the treatment described above for
dividends not paid out of current and accumulated earnings and profits. If the
preference shares provide for optional rights of redemption by us at prices in
excess of the issue price, you could be required to recognize such excess if,
based on all of the facts and circumstances, the optional redemptions are more
likely than not to occur. Applicable United States Treasury regulations provide
a "safe harbor" under which a right to redeem will not be treated as more likely
than not to occur if (1) you are not related to us within the meaning of the
regulations; (2) there are no plans, arrangements, or agreements that
effectively require or are intended to compel us to redeem the shares and (3)
exercise of the right to redeem would not reduce the yield of the shares, as
determined under the regulations. Regardless of whether the optional redemptions
are more likely than not to occur, constructive dividend treatment will not
result if the redemption premium does not exceed a de minimis amount or is in
the nature of a penalty for premature redemption. You should also consult the
applicable prospectus supplement for information regarding any additional
consequences under Section 305(c) of the Internal Revenue Code in light of the
particular terms of an issuance of preference shares.
DISPOSITION OF THE COMMON SHARES OR PREFERENCE SHARES
Subject to the passive foreign investment company rules and redemption
rules discussed below, when you sell or otherwise dispose of your common shares
or preference shares you generally will recognize gain or loss for United States
federal income tax purposes in an amount equal to the difference between the
amount realized from the sale or other taxable disposition and your adjusted tax
basis in such shares. In general, your adjusted tax basis in the common shares
will be your cost of obtaining the shares reduced by any previous distributions
that are not characterized as dividends. In general, your adjusted tax basis in
the preference shares will be your cost of obtaining those shares increased by
any redemption premium previously included in income by you and reduced by any
previous distributions that are not characterized as dividends. The gain or loss
will generally be capital in nature. In the case of a noncorporate United States
holder, the maximum marginal United States federal income tax rate applicable to
such gain will be lower than the maximum marginal United States federal income
tax rate applicable to ordinary income if your holding period for the common
shares or preference shares exceeds twelve months. The gain or loss generally
will be United States source gain or loss for foreign tax credit purposes. The
deductibility of capital losses is subject to limitations. A redemption of our
common shares or preference shares by us may be treated, depending upon the
circumstances, as a sale or a dividend. You should consult your tax advisor
regarding the application of these rules to your particular circumstances.
PASSIVE FOREIGN INVESTMENT COMPANY
Based upon estimates with respect to our income, assets and operations, we
do not believe that, for United States federal tax purposes, we are a passive
foreign investment company, referred to in this discussion as a PFIC, and we do
not anticipate becoming a PFIC in the foreseeable future. However, because the
determination of PFIC status must be made on an annual basis, and will depend on
the composition of our (and our subsidiaries') income and assets, as well as the
nature of our (and our subsidiaries') activities, from time to time, there can
be no assurance that we will not be considered a PFIC for any taxable year.
Moreover, neither an opinion from counsel nor a ruling from the Service will be
obtained regarding whether we are or will be a PFIC.
27
A foreign corporation is a PFIC, if either (1) at least 75% or more of its
gross income for the taxable year is passive income, or (2) the average
percentage of assets held by such corporation during the taxable year which
produces passive income or which is held for the production of passive income is
at least 50%. For purposes of applying the tests in the preceding sentence, the
foreign corporation is deemed to own its proportionate share of the assets, and
to receive directly its proportionate share of the income, of any other
corporation of which the foreign corporation owns, directly or indirectly, at
least 25% by value of the stock. In addition, special rules provide that for
purposes of determining whether a foreign corporation is a PFIC, "qualified
stock" held by certain domestic corporate subsidiaries of the foreign
corporation is treated as an asset which does not produce passive income (and is
not held for the production of passive income), and any amount included in gross
income with respect to such stock is treated as active income. We anticipate
that the stock of certain of our indirect, domestic subsidiaries may constitute
qualified stock.
The highly complex rules which apply to PFIC's are generally intended to
end the ability under prior law of all direct and indirect United States holders
of PFIC stock to defer United States federal income tax with respect to the
earnings of the PFIC until distributions are received from the PFIC or the
shares of the PFIC are sold. Classification of a foreign corporation as a PFIC
can have various adverse United States tax consequences to United States
holders. These include taxation of gain on a sale or other disposition of the
shares of the corporation (possibly including a disposition by way of gift or
exchange in a corporate reorganization, or the grant of the stock as security
for a loan) at ordinary income rates and imposition of an interest charge on
gain or on distributions with respect to the shares. Accordingly, if we are
classified as a PFIC, such classification could change the tax consequences of
the distributions and sales or exchanges described above. Moreover, a step-up in
the tax basis of the stock of a PFIC may not be available upon the death of an
individual United States holder.
If we should determine in the future that we are a PFIC, we will endeavor
to so notify United States holders, although there can be no assurance that we
will be able to do so in a timely and complete manner. You should consult your
own tax advisors concerning the United States federal income tax consequences of
holding our common shares, preference shares or warrants if we are considered a
passive foreign investment company in any taxable year, including the
advisability and availability of making certain elections that may alleviate the
tax consequences referred to above.
CONTROLLED FOREIGN CORPORATIONS
For the purposes of this paragraph, we will refer to United States holders
that own, or are deemed for United States federal income tax purposes to own,
pursuant to complex attribution and constructive ownership rules, 10% or more of
our voting shares or the voting shares of any of our non-United States
subsidiaries as "10% Shareholders". If 10% Shareholders own, in the aggregate,
more than 50%, measured by voting power or value, of our shares or the shares of
any of our non-United States subsidiaries, directly, indirectly, or by
attribution, we or any such non-United States subsidiary would be a controlled
foreign corporation, or a CFC.
We do not believe that for United States federal income tax purposes we are
a CFC, although there can be no assurance in this regard. However, if we are or
were characterized to become a CFC, then, for the period of time that the entity
is a CFC, a portion of our undistributed income may be includible in the taxable
income of our 10% Shareholders, and all or a portion of the gain recognized by
such 10% Shareholders on the disposition of their shares, which could otherwise
qualify for capital gains treatment, may be converted into ordinary dividend
income.
BACKUP WITHHOLDING TAX AND INFORMATION REPORTING
United States backup withholding tax and information reporting requirements
generally apply to certain payments to certain noncorporate holders of stock.
Information reporting generally will apply to payments of dividends on common
shares or preference shares and to proceeds from the sale or redemption of
common shares, preference shares or warrants paid to you within the United
States (unless you are an "exempt recipient," including a corporation, a payee
that is not a United States person that
28
provides an appropriate certification and certain other persons). A payor will
be required to withhold at the then applicable rate on any payments of dividends
on, or proceeds from the sale or redemption of common shares, preference shares
or warrants within the United States to a holder (other than an "exempt
recipient") if you fail to furnish your correct taxpayer identification number
or otherwise fail to comply with, or establish an exemption from, these backup
withholding tax requirements.
In the case of such payments by a payor or any person who receives or
collects such payments on behalf of, or for the benefit of, a payee (a
"middleman") within the United States to certain foreign trusts or foreign
partnerships, the beneficiaries of such trusts or the partners of such
partnerships, as the case may be, normally will be required to provide the
certification discussed above in order to establish an exemption from backup
withholding tax and information reporting requirements. Holders of common shares
or preference shares that are foreign trusts or foreign partnerships should
consult with their own tax advisors regarding the correct person or persons to
provide the certification discussed above. Moreover, a payor or middleman may
rely on a certification provided by a payee that is not a United States person
only if such payor or middleman does not have actual knowledge or a reason to
know that any information or certification stated in such certificate is
incorrect.
WARRANTS
You will generally not recognize any gain or loss upon the exercise of
warrants to purchase our common shares or preference shares except with respect
to cash received in lieu of a fractional share of common shares or preference
shares. You will have an initial tax basis in the common shares or preference
shares received on exercise of the warrants equal to the sum of your tax basis
in the warrants and the aggregate cash exercise price paid in respect of such
exercise less any basis attributable to the receipt of fractional shares. Your
holding period in the common shares or preference shares received on exercise of
the warrants will commence on the date after the warrants are exercised.
Subject to the passive foreign investment company rules discussed above,
(1) if a warrant expires without being exercised, you will recognize a capital
loss in an amount equal to your tax basis in the warrant and (2) upon the sale
or exchange of a warrant, you will generally recognize a capital gain or loss
equal to the difference, if any between the amount realized on the sale or
exchange and your tax basis in the warrant.
Under Section 305 of the Internal Revenue Code, you may be deemed to have
received a constructive distribution from us, which may result in the inclusion
of ordinary dividend income, in the event of certain adjustments, or the failure
to make certain adjustments, to the number of common shares or preference shares
to be issued upon exercise of a warrant.
If a decision is made to issue warrants exercisable into securities other
than our common shares or preference shares, we will discuss the relevant United
States federal income tax consequences in the applicable prospectus supplement.
UNITS
If a decision is made to issue units, we will discuss the relevant United
States federal income tax consequences in the applicable prospectus supplement.
CONSEQUENCES TO NON-UNITED STATES HOLDERS
The following is a summary of certain United States federal income tax
consequences that will apply to you if you are a non-United States holder of our
debt securities, common shares, preference shares or warrants. A non-United
States holder is any beneficial owner of our debt securities, common shares,
preference shares or warrants other than a United States holder.
29
UNITED STATES FEDERAL INCOME TAX
Under current United States federal income tax law, interest payments or
dividends received by a non-United States holder generally will be exempt from
United States federal income tax. However, to receive this exemption you may be
required to satisfy certain certification requirements to establish that you are
a non-United States holder. You may still be subject to United States federal
income tax on interest payments or dividends you receive if:
- you are an insurance company carrying on a United States insurance
business, within the meaning of the Internal Revenue Code; or
- you are engaged in a trade or business in the United States and interest,
including OID, on the debt securities or dividends on common shares or
preference shares, in each case, are effectively connected with the
conduct of that trade or business.
In addition, if you are a foreign corporation, you may be subject to a
branch profits tax equal to 30% (or lower applicable treaty rate) of your
earnings and profits for the taxable year, subject to adjustments.
You will generally not be subject to United States federal income tax on
the disposition of a debt security or common shares, preference shares or
warrants unless:
- the gain is effectively connected with your conduct of a trade or
business in the United States; or
- you are an individual who is present in the United States for 183 days or
more in the taxable year of that disposition, and certain other
conditions are met.
INFORMATION REPORTING AND BACKUP WITHHOLDING
In general, information reporting and backup withholding will not apply to
payments of interest or dividends that we make to you although you may have to
comply with certain certification requirements to establish that you are not a
United States person.
Payment of the proceeds from the disposition of debt securities, common
shares, preference shares or warrants effected at a United States office of a
broker generally will not be subject to information reporting or backup
withholding if the payor or broker does not have actual knowledge or reason to
know that you are a United States person, you comply with certain certification
requirements to establish that you are not a United States person, and the sale
does not have a connection with the United States as specified in United States
Treasury regulations.
Payment of the proceeds from the disposition of debt securities, common
shares, preference shares or warrants effected at the foreign office of a broker
generally will not be subject to information reporting or backup withholding
provided that such broker is not for United States federal income tax purposes
(1) a United States person, (2) a controlled foreign corporation, (3) a foreign
person that derives 50% or more of its gross income for certain periods from the
conduct of a trade or business in the United States, or (4) a foreign
partnership in which one or more United States persons, in the aggregate, own
more than 50% of the income or capital interests in the partnership or which is
engaged in a trade or business in the United States. If you receive payments of
such amounts outside the United States from a foreign office of any other
broker, the payment will not be subject to backup withholding tax, but will be
subject to information reporting requirements unless (1) you are the beneficial
owner and the broker has documentary evidence in its records that you are not a
United States person and certain other conditions are met or (2) you otherwise
establish an exemption, and provided that the broker does not have actual
knowledge that you are a United States person.
Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against your United States federal income tax liability
provided the required information is furnished to the Internal Revenue Service.
THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY AND DOES NOT PURPORT
TO BE A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX EFFECTS RELEVANT TO A
DECISION WHETHER TO INVEST IN OUR DEBT
30
SECURITIES, COMMON SHARES, PREFERENCE SHARES OR WARRANTS. POTENTIAL INVESTORS
ARE URGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL,
STATE AND LOCAL, BERMUDA, AND OTHER NON-UNITED STATES TAX CONSEQUENCES OF SUCH
INVESTMENT TO THEM. IF A DECISION IS MADE TO ISSUE UNITS, WE WILL DISCUSS THE
RELEVANT INCOME TAX CONSEQUENCES IN THE APPLICABLE PROSPECTUS SUPPLEMENT.
PLAN OF DISTRIBUTION
We may sell the securities through agents, through underwriters or dealers,
or directly to one or more purchasers. In this section, references to "we",
"our" and "us" refer to Weatherford Bermuda and/or Weatherford Delaware.
BY AGENTS
We may designate agents to solicit offers to purchase our securities. We
will name any agent involved in offering or selling our securities, and any
commissions that we will pay to the agent, in a prospectus supplement. Unless we
indicate otherwise in our prospectus supplement, our agents will act on a best
efforts basis for the period of their appointment. Our agents may be deemed to
be underwriters under the Securities Act of any of our securities that they
offer or sell.
BY UNDERWRITERS OR DEALERS
If underwriters are used in the sale, the securities will be acquired by
the underwriters for their own account. The underwriters may resell the
securities in one or more transactions (including block transactions), at
negotiated prices, at a fixed public offering price or at varying prices
determined at the time of sale. We will include the names of the managing
underwriter(s), as well as any other underwriters, and the terms of the
transaction, including the compensation the underwriters and dealers will
receive, in our prospectus supplement. If we use an underwriter, we will execute
an underwriting agreement with the underwriter(s) at the time that we reach an
agreement for the sale of our securities. The obligations of the underwriters to
purchase the securities will be subject to certain conditions. The underwriters
will be obligated to purchase all the securities of the series offered if any of
the securities are purchased. Any public offering price and any discounts or
concessions allowed or re-allowed or paid to dealers may be changed from time to
time. The underwriters will use a prospectus supplement to sell our securities.
If we use a dealer, we, as principal, will sell our securities to the
dealer. The dealer will then sell our securities to the public at varying prices
that the dealer will determine at the time it sells our securities. We will
include the name of the dealer and the terms of our transactions with the dealer
in our prospectus supplement.
DIRECT SALES
We may directly solicit offers to purchase our securities, and we may
directly sell our securities to institutional or other investors. In this case,
no underwriters or agents would be involved. We will describe the terms of our
direct sales in our prospectus supplement.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of
the securities may be underwriters as defined in the Securities Act, and any
discounts or commissions received by them from us and any profit on the resale
of the securities by them may be treated as underwriting discounts and
commissions under the Securities Act. Any underwriters, dealers or agents will
be identified and their compensation described in a prospectus supplement.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make.
31
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
business.
Other than common shares, all securities offered under this prospectus will
be a new issue of securities with no established trading market. Any underwriter
to whom securities are sold by us for public offering and sale may make a market
in such securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The securities may or
may not be listed on a national securities exchange or a foreign securities
exchange, except for the common shares which are currently listed and traded on
the New York Stock Exchange. Any common shares sold by this prospectus will be
listed for trading on the New York Stock Exchange subject to official notice of
issuance. We cannot give you any assurance as to the liquidity of or the trading
markets for any securities.
CERTAIN PROVISIONS OF BERMUDA LAW
We have been designated by the Bermuda Monetary Authority as a non-resident
for Bermuda exchange control purposes. This designation allows us to engage in
transactions in currencies other than the Bermuda dollar, and there are no
restrictions on our ability to transfer funds (other than funds denominated in
Bermuda dollars) in and out of Bermuda or to pay dividends to United States
residents who are holders of our common shares.
The Bermuda Monetary Authority has given its consent for the issue and free
transferability of our shares, up to the amount of our authorized capital from
time to time, to and between non-residents of Bermuda for exchange control
purposes, and the issue of options, warrants, depository receipts, rights, loan
notes and other of our securities and the subsequent free transferability
thereof, provided our shares remain listed on an appointed stock exchange, which
includes the New York Stock Exchange. Approvals or permissions given by the
Bermuda Monetary Authority do not constitute a guarantee by the Bermuda Monetary
Authority as to our performance or our creditworthiness. Accordingly, in giving
such consent or permissions, the Bermuda Monetary Authority shall not be liable
for the financial soundness, performance or default of our business or for the
correctness of any opinions or statements expressed in this prospectus. Certain
issues and transfers of shares involving persons deemed resident in Bermuda for
exchange control purposes require the specific consent of the Bermuda Monetary
Authority.
This prospectus may be filed with the Registrar of Companies in Bermuda
pursuant to Part III of the Companies Act 1981 of Bermuda. In accepting this
prospectus for filing, the Registrar of Companies in Bermuda shall not be liable
for the financial soundness, performance or default of our business or for the
correctness of any opinions or statements expressed in this prospectus.
In accordance with Bermuda law, share certificates are only issued in the
names of companies, partnerships or individuals. In the case of a shareholder
acting in a special capacity (for example, as a trustee), certificates may, at
the request of the shareholder, record the capacity in which the shareholder is
acting. Notwithstanding such recording of any special capacity, we are not bound
to investigate or see to the execution of any such trust. We will take no notice
of any trust applicable to any of our shares, whether or not we have been
notified of such trust.
LEGAL MATTERS
Certain U.S. legal matters in connection with the securities will be passed
upon by Andrews & Kurth L.L.P., Houston, Texas. Certain Bermuda legal matters in
connection with the securities will be passed upon for us by our Bermuda
counsel, Conyers Dill & Pearman. If the securities are being distributed in an
underwritten offering, the validity of the securities will be passed upon for
the underwriters by counsel identified in the related prospectus supplement.
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EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedule of Weatherford International, Inc. at December 31,
2001, and for the year then ended appearing in Weatherford International Inc.'s
Annual Report (Form 10-K) for the year ended December 31, 2001, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements and consolidated financial statement schedule are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements as of December 31, 1999 and 2000 and
for the two years ended December 31, 2000 appearing in Weatherford Delaware's
Annual Report on Form 10-K incorporated by reference in this prospectus have
been audited by Arthur Andersen LLP, independent public accountants, as set
forth in this report. Arthur Andersen LLP has not consented to the inclusion of
their report in this prospectus, and we have dispensed with the requirement to
file their consent in reliance upon Rule 437a of the Securities Act of 1933.
Because Arthur Andersen LLP has not consented to the inclusion of their report
in this prospectus, you will not be able to recover against Arthur Andersen LLP
under Section 11 of the Securities Act for any untrue statements of a material
fact contained in the financial statements audited by Arthur Andersen LLP or any
omissions to state a material fact required to be stated therein.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than selling
or underwriting discounts and commissions, to be incurred by us in connection
with the issuance and distribution of the securities being registered. All
amounts shown other than the Securities and Exchange Commission registration fee
are estimated.
Securities and Exchange Commission registration fee......... $ 69,000
Blue Sky expenses, including legal fees..................... 5,000
Printing and engraving expenses............................. 50,000
Legal fees and expenses..................................... 50,000
Trustee fees and expenses................................... 25,000
Rating agency fees.......................................... 10,000
Accounting fees and expenses................................ 50,000
Miscellaneous............................................... 1,000
--------
Total..................................................... $260,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Weatherford International Ltd. is a Bermuda exempted company. Section 98 of
the Companies Act of 1981 of Bermuda, as amended (the Companies Act), provides
generally that a Bermuda company may indemnify its directors, officers and
auditors against any liability which by virtue of any rule of law otherwise
would be imposed on them in respect to any negligence, default, breach of duty
or breach of trust, except in cases where such liability arises from fraud or
dishonesty of which such director, officer or auditor may be guilty in relation
to the company. Section 98 further provides that a Bermuda company may indemnify
its directors, officers and auditors against any liability incurred by them in
defending any proceedings, whether civil or criminal, in which judgment is
awarded in their favor or in which they are acquitted or granted relief by the
Supreme Court of Bermuda pursuant to Section 281 of the Companies Act.
Furthermore, Weatherford Bermuda has entered into indemnification
agreements with each of its directors and certain of its executive officers. The
indemnification agreements require Weatherford Bermuda to indemnify its officers
and directors, except for liability in respect of their fraud or dishonesty,
against expenses (including attorneys' fees and disbursements), judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit, arbitration, alternate dispute resolution
mechanism, investigation, administrative hearing or any other proceeding whether
civil, criminal, administrative or investigative and whether formal or informal.
The indemnification agreements also provide that Weatherford Bermuda must pay
all reasonable expenses incurred in advance of a final disposition.
Weatherford Bermuda has adopted provisions in its bye-laws that provide
that it shall indemnify its officers and directors to the maximum extent
permitted under the Companies Act. David J. Butters and Robert B. Millard,
employees of Lehman Brothers Inc., constitute two of the eight members of the
Board of Directors of Weatherford Bermuda. Under the restated certificates of
incorporation, as amended to date, of Lehman Brothers and its parent, Lehman
Brothers Holdings Inc., both Delaware corporations, Messrs. Butters and Millard,
in their capacity as directors of Weatherford Bermuda, are to be indemnified by
Lehman Brothers and Lehman Brothers Holdings to the fullest extent permitted by
Delaware law. Messrs. Butters and Millard are serving as directors of
Weatherford Bermuda at the request of Lehman Brothers and Lehman Brothers
Holdings.
II-1
Section 98A of the Companies Act permits Weatherford Bermuda to purchase
and maintain insurance for the benefit of any officer or director of Weatherford
Bermuda in respect of any loss or liability attaching to him in respect of any
negligence, default, breach of duty, or breach of trust, whether or not
Weatherford Bermuda may otherwise indemnify such officer or director.
Weatherford Bermuda 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 capacities as
directors pursuant to insurance maintained by Lehman Brothers Holdings.
Weatherford International, Inc. is a Delaware corporation. 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. Weatherford Delaware's Amended and
Restated Certificate of Incorporation, as amended, provides that Weatherford
Delaware's directors are not liable to Weatherford Delaware 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 Weatherford
Delaware the power to indemnify each officer and director of Weatherford
Delaware against liabilities and expenses incurred by reason of the fact that he
is or was an officer or director of Weatherford Delaware if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of Weatherford Delaware 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 Weatherford Delaware provide for indemnification
of each officer and director of Weatherford Delaware to the fullest extent
permitted by Delaware law.
Furthermore, Weatherford Delaware has entered into indemnification
agreements with each of its directors and certain of its executive officers. The
indemnification agreements require Weatherford Delaware to indemnify its
officers and directors to the fullest extent permitted by applicable law against
expenses (including attorneys' fees and disbursements), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred in
connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative in nature. In an action brought by or in the
right of Weatherford Delaware as opposed to an action brought by a third party,
the executive officers and directors will be indemnified only if they acted in
good faith or in a manner they reasonably believed to be in or not opposed to
the best interests of Weatherford Delaware. The indemnification agreements also
provide that Weatherford Delaware must pay all reasonable expenses incurred in
advance of a final disposition.
David J. Butters and Robert B. Millard, employees of Lehman Brothers Inc.,
constitute two of the eight members of the Board of Directors of Weatherford
Delaware. Under the restated certificates of incorporation, as amended to date,
of Lehman Brothers and its parent, Lehman Brothers Holdings Inc., both Delaware
corporations, Messrs. Butters and Millard, in their capacity as directors of
Weatherford Delaware, are to be indemnified by Lehman Brothers and Lehman
Brothers Holdings to the fullest extent permitted by Delaware law. Messrs.
Butters and Millard are serving as directors of Weatherford Delaware at the
request of Lehman Brothers and Lehman Brothers Holdings.
Section 145 of the Delaware General Corporation Law also empowers
Weatherford Delaware to purchase and maintain insurance on behalf of any person
who is or was an officer or director of Weatherford Delaware against liability
asserted against or incurred by him in any such capacity, whether or not
Weatherford Delaware would have the power to indemnify such officer or director
against such liability under the provisions of Section 145. Weatherford Delaware
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 Lehman Brothers Holdings.
II-2
ITEM 16. EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------- -------
1.1 -- Form of Debt Securities Underwriting Agreement.*
1.2 -- Form of Equity Securities Underwriting Agreement.*
1.3 -- Form of Underwriting Agreement related to Weatherford
Warrants or Units.*
2.1 -- Agreement and Plan of Merger, dated May 8, 2002, by and
among Weatherford International Ltd., Weatherford
International, Inc., Weatherford U.S. Holdings, L.L.C. and
Weatherford Merger, Inc. (incorporated by reference to Annex
I to the proxy statement/prospectus included in Weatherford
International Ltd.'s Amendment No. 1 to the Registration
Statement on Form S-4 (Registration No. 333-85644) filed
with the SEC on May 22, 2002).
3.1 -- Memorandum of Association of Weatherford International Ltd.
(incorporated by reference to Annex II to the proxy
statement/prospectus included in Weatherford International
Ltd.'s Amendment No. 1 to the Registration Statement on Form
S-4 (Registration No. 333-85644) filed with the SEC on May
22, 2002).
3.2 -- Memorandum of Increase of Share Capital of Weatherford
International Ltd. (incorporated by reference to Annex II to
the proxy statement/prospectus included in Weatherford
International Ltd.'s Amendment No. 1 to the Registration
Statement on Form S-4 (Registration No. 333-85644) filed
with the SEC on May 22, 2002).
3.3 -- Bye-Laws of Weatherford International Ltd. (incorporated by
reference to Annex III to the proxy statement/prospectus
included in Weatherford International Ltd.'s Amendment No. 1
to the Registration Statement on Form S-4 (Registration No.
333-85644) filed with the SEC on May 22, 2002).
3.4 -- Amended and Restated Certificate of Incorporation of
Weatherford International, Inc. (incorporated by reference
to Weatherford International, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002).
3.5 -- Amended and Restated By-laws of Weatherford International,
Inc. (incorporated by reference to Weatherford
International, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002).
4.1 -- See Exhibits numbered 3.1 and 3.3 for provisions of the
Memorandum of Association and Bye-Laws of Weatherford
International Ltd. defining the rights of the holders of
common shares.
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).
II-3
EXHIBIT
NUMBER EXHIBIT
------- -------
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 Current Report on Form 8-K (File No. 1-13086)
filed June 2, 1998).
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 Weatherford
International Inc.'s 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 Quarterly Report of Weatherford
International Inc. 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)).
4.17 -- Second Supplemental Indenture, dated June 26, 2002, between
Weatherford International Inc., as successor to EVI, Inc.,
Weatherford International Ltd. and JP Morgan Chase Bank, as
Trustee (incorporated by reference to Exhibit 4.9 to our
Quarterly Report on Form 10-Q for the quarter ended June 30,
2002 (File No. 1-31339)).
4.18 -- Fourth Supplemental Indenture dated June 26, 2002, between
Weatherford International, Inc., Weatherford International
Ltd. and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.7 to our Quarterly Report on Form
10-Q for the quarter ended June 30, 2002 (File No.
1-31339)).
4.19 -- Form of Senior Indenture of Weatherford International Ltd.
(including Form of Senior Debt Security).**
II-4
EXHIBIT
NUMBER EXHIBIT
------- -------
4.20 -- Form of Subordinated Indenture of Weatherford International
Ltd. (including Form of Subordinated Debt Security).**
4.21 -- Form of Senior Indenture of Weatherford International, Inc.
(including Form of Senior Debt Security).**
4.22 -- Amendment No. 1 dated May 17, 2002, to Credit Agreement
dated April 26, 2001, among Weatherford International, Inc.,
Weatherford Eurasia Limited, Weatherford Eurasia B.V.,
Weatherford International Ltd., the Lenders defined therein
and Bank One, N.A., as Administrative Agent (incorporated by
reference to Exhibit 4.3 to our Quarterly Report on Form
10-Q for the quarter ended June 30, 2002 (File No.
1-31339)).
4.23 -- Amendment No. 1 dated May 17, 2002 to Amended and Restated
Credit Agreement dated May 27, 1998, among Weatherford
International, Inc., Weatherford Canada Ltd., Weatherford
International Ltd., the Lenders defined therein, JPMorgan
Chase Bank, as administrative agent for the U.S. Lenders,
and The Bank of Nova Scotia, as documentation agent for the
Lenders and as agent for the Canadian Lenders (incorporated
by reference to Exhibit 4.4 to our Quarterly Report on Form
10-Q for the quarter ended June 30, 2002 (File No. 1-
31339)).
4.24 -- Waiver and Omnibus Amendment dated June 26, 2002, to Sale
Agreement dated July 2, 2001 and Purchase Agreement dated
July 2, 2001, among W1 Receivables, L.P., Weatherford
International, Inc., Bank One, NA (Main Office Chicago),
individually and as Agent, Jupiter Securitization
Corporation, Weatherford Artificial Lift Systems, Inc.,
Weatherford U.S., L.P. and Weatherford International Ltd.
(incorporated by reference to Exhibit 4.5 to our Quarterly
Report on form 10-Q for the quarter ended June 30, 2002
(File No. 1-31339)).
4.25 -- Waiver and Amendment No. 1 dated May 14, 2002, to Purchase
Agreement dated July 2, 2001, among W1 Receivables, L.P.,
Weatherford International, Inc., Bank One, NA (Main Office
Chicago), individually and as Agent, and Jupiter
Securitization Corporation (incorporated by reference to
Exhibit 4.6 to our Quarterly report on form 10-Q for the
quarter ended June 30, 2002 (File No. 1-31339)).
4.26 -- Convertible Debenture Guarantee Agreement dated June 26,
2002, between Weatherford International Ltd. and JP Morgan
Chase Bank (incorporated by reference to Exhibit 4.8 to our
Quarterly Report on Form 10-Q for the quarter ended June 30,
2002 (File No. 1-31339)).
4.27 -- Form of Subordinated Indenture of Weatherford International,
Inc. (including Form of Subordinated Debt Security).**
4.28 -- Form of Warrant Agreement of Weatherford International Ltd.
(including Form of Warrant Certificate).*
5.1 -- Opinion of Andrews & Kurth L.L.P.**
5.2 -- Opinion of Conyers Dill & Pearman.**
8.1 -- Opinion of tax counsel.*
12.1 -- Computation of Ratio of Earnings to Fixed Charges and Ratio
of Earnings to Combined Fixed Charges and Preference Share
Dividend Requirements.**
23.1 -- Consent of Ernst & Young LLP.**
23.2 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit
5.1).**
23.3 -- Consent of Conyers Dill & Pearman (included in Exhibit
5.2).**
23.4 -- Consent of tax counsel (included in Exhibit 8.1). *
24.1 -- Powers of Attorney from certain members of the Boards of
Directors of Weatherford International Ltd. and Weatherford
International, Inc. (included on the signature pages
hereto).**
II-5
EXHIBIT
NUMBER EXHIBIT
------- -------
25.1 -- Form T-1 Statement of Eligibility of Trustee regarding
Senior Debt Securities of Weatherford International Ltd. *
25.2 -- Form T-1 Statement of Eligibility of Trustee regarding
Subordinated Debt Securities of Weatherford International
Ltd. *
25.3 -- Form T-1 Statement of Eligibility of Trustee regarding
Senior Debt Securities of Weatherford International, Inc. *
25.4 -- Form T-1 Statement of Eligibility of Trustee regarding
Subordinated Debt Securities of Weatherford International,
Inc. *
---------------
* To be filed as an exhibit to our Current Report on Form 8-K in connection
with a specific offering.
** Filed herewith.
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, we have not filed
with this Registration Statement certain instruments defining the rights of
holders of our and our subsidiaries' long-term debt, because the total amount of
securities authorized under any of such instruments does not exceed 10% of our
total assets on a consolidated basis. We agree to furnish a copy of any such
agreement to the Commission upon request.
ITEM 17. UNDERTAKINGS
A. We hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the 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 the prospectus
filed with the SEC 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.
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in this registration statement;
provided, however, that paragraphs A(l)(a) and A(l)(b) above 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 SEC by the registrant pursuant to section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the 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 therein, 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.
II-6
B. We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the 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.
C. We hereby undertake to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide such
interim financial information.
D. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons
pursuant to the provisions described in Item 15 above, or otherwise, we have
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by one of
our directors, officers, or controlling persons 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, we 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-7
SIGNATURES
WEATHERFORD INTERNATIONAL LTD.
Pursuant to the requirements of the Securities Act of 1933, Weatherford
International Ltd. certifies that it has reasonable grounds to believe that it
meets the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 16, 2002.
WEATHERFORD INTERNATIONAL LTD.
By: /s/ BERNARD J. DUROC-DANNER
------------------------------------
Bernard J. Duroc-Danner
President, Chief Executive Officer,
Chairman of the Board and Director
(Principal Executive Officer)
Each of the undersigned officers and directors of Weatherford International
Ltd. hereby constitutes and appoints Bernard J. Duroc-Danner and Burt M. Martin,
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file this registration statement under the Securities Act of
1933, as amended (the "Securities Act") and/or the Companies Act 1981 of Bermuda
(the "Companies Act"), and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents required
to be filed with respect thereto, and any new registration statement filed
pursuant to Rule 462 under the Securities Act and/or the Companies Act, with the
Securities and Exchange Commission, the Registrar of Companies of Bermuda or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them acting alone, 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 in
order to effectuate the same, as fully to all intents and purposes as he himself
might or could do if personally present, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates as indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ BERNARD J. DUROC-DANNER President, Chief Executive October 16, 2002
------------------------------------------------ Officer, Chairman of the Board
(Bernard J. Duroc-Danner) and Director (Principal Executive
Officer)
/s/ LISA W. RODRIGUEZ Senior Vice President and Chief October 16, 2002
------------------------------------------------ Financial Officer (Principal
(Lisa W. Rodriguez) Financial and Accounting Officer)
/s/ DAVID J. BUTTERS Director October 16, 2002
------------------------------------------------
(David J. Butters)
II-8
SIGNATURE TITLE DATE
--------- ----- ----
/s/ PHILIP BURGUIERES Director October 16, 2002
------------------------------------------------
(Philip Burguieres)
/s/ SHELDON B. LUBAR Director October 16, 2002
------------------------------------------------
(Sheldon B. Lubar)
Director October 16, 2002
------------------------------------------------
(William E. Macaulay)
/s/ ROBERT B. MILLARD Director October 16, 2002
------------------------------------------------
(Robert B. Millard)
/s/ ROBERT K. MOSES, JR. Director October 16, 2002
------------------------------------------------
(Robert K. Moses, Jr.)
/s/ ROBERT A. RAYNE Director October 16, 2002
------------------------------------------------
(Robert A. Rayne)
II-9
WEATHERFORD INTERNATIONAL, INC.
Pursuant to the requirements of the Securities Act of 1933, Weatherford
International, Inc. certifies that it has reasonable grounds to believe that it
meets the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 16, 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)
Each of the undersigned officers and directors of Weatherford
International, Inc. hereby constitutes and appoints Bernard J. Duroc-Danner and
Burt M. Martin, and each of them (with full power to each of them to act alone),
his true and lawful attorney in fact and agent, with full power of substitution,
for him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file this registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), and any or all
amendments (including, without limitation, post effective amendments), with all
exhibits and any and all documents required to be filed with respect thereto,
and any new registration statement filed pursuant to Rule 462 under the
Securities Act, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys in fact and agents, and each of them
acting alone, 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 in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys in fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates as indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ BERNARD J. DUROC-DANNER President, Chief Executive October 16, 2002
------------------------------------------------ Officer,
(Bernard J. Duroc-Danner) Chairman of the Board and
Director
(Principal Executive Officer)
/s/ LISA W. RODRIGUEZ Senior Vice President and Chief October 16, 2002
------------------------------------------------ Financial Officer (Principal
(Lisa W. Rodriguez) Financial and Accounting Officer)
/s/ DAVID J. BUTTERS Director October 16, 2002
------------------------------------------------
(David J. Butters)
/s/ PHILIP BURGUIERES Director October 16, 2002
------------------------------------------------
(Philip Burguieres)
II-10
SIGNATURE TITLE DATE
--------- ----- ----
/s/ SHELDON B. LUBAR Director October 16, 2002
------------------------------------------------
(Sheldon B. Lubar)
Director October 16, 2002
------------------------------------------------
(William E. Macaulay)
/s/ ROBERT B. MILLARD Director October 16, 2002
------------------------------------------------
(Robert B. Millard)
/s/ ROBERT K. MOSES, JR. Director October 16, 2002
------------------------------------------------
(Robert K. Moses, Jr.)
/s/ ROBERT A. RAYNE Director October 16, 2002
------------------------------------------------
(Robert A. Rayne)
II-11
LIST OF EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------- -------
1.1 -- Form of Debt Securities Underwriting Agreement.*
1.2 -- Form of Equity Securities Underwriting Agreement.*
1.3 -- Form of Underwriting Agreement related to Weatherford
Warrants or Units.*
2.1 -- Agreement and Plan of Merger, dated May 8, 2002, by and
among Weatherford International Ltd., Weatherford
International, Inc., Weatherford U.S. Holdings, L.L.C. and
Weatherford Merger, Inc. (incorporated by reference to Annex
I to the proxy statement/prospectus included in Weatherford
International Ltd.'s Amendment No. 1 to the Registration
Statement on Form S-4 (Registration No. 333-85644) filed
with the SEC on May 22, 2002).
3.1 -- Memorandum of Association of Weatherford International Ltd.
(incorporated by reference to Annex II to the proxy
statement/prospectus included in Weatherford International
Ltd.'s Amendment No. 1 to the Registration Statement on Form
S-4 (Registration No. 333-85644) filed with the SEC on May
22, 2002).
3.2 -- Memorandum of Increase of Share Capital of Weatherford
International Ltd. (incorporated by reference to Annex II to
the proxy statement/prospectus included in Weatherford
International Ltd.'s Amendment No. 1 to the Registration
Statement on Form S-4 (Registration No. 333-85644) filed
with the SEC on May 22, 2002).
3.3 -- Bye-Laws of Weatherford International Ltd. (incorporated by
reference to Annex III to the proxy statement/prospectus
included in Weatherford International Ltd.'s Amendment No. 1
to the Registration Statement on Form S-4 (Registration No.
333-85644) filed with the SEC on May 22, 2002).
3.4 -- Amended and Restated Certificate of Incorporation of
Weatherford International, Inc. (incorporated by reference
to Weatherford International, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002).
3.5 -- Amended and Restated By-laws of Weatherford International,
Inc. (incorporated by reference to Weatherford
International, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002).
4.1 -- See Exhibits numbered 3.1 and 3.3 for provisions of the
Memorandum of Association and Bye-Laws of Weatherford
International Ltd. defining the rights of the holders of
common shares.
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 Current Report on Form 8-K (File No. 1-13086)
filed June 2, 1998).
EXHIBIT
NUMBER EXHIBIT
------- -------
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 Weatherford
International Inc.'s 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 Quarterly Report of Weatherford
International Inc. 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)).
4.17 -- Second Supplemental Indenture, dated June 26, 2002, between
Weatherford International Inc., as successor to EVI, Inc.,
Weatherford International Ltd. and JP Morgan Chase Bank, as
Trustee (incorporated by reference to Exhibit 4.9 to our
Quarterly Report on Form 10-Q for the quarter ended June 30,
2002 (File No. 1-31339)).
4.18 -- Fourth Supplemental Indenture dated June 26, 2002, between
Weatherford International, Inc., Weatherford International
Ltd. and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.7 to our Quarterly Report on Form
10-Q for the quarter ended June 30, 2002 (File No.
1-31339)).
4.19 -- Form of Senior Indenture of Weatherford International Ltd.
(including Form of Senior Debt Security).**
4.20 -- Form of Subordinated Indenture of Weatherford International
Ltd. (including Form of Subordinated Debt Security).**
4.21 -- Form of Senior Indenture of Weatherford International, Inc.
(including Form of Senior Debt Security).**
EXHIBIT
NUMBER EXHIBIT
------- -------
4.22 -- Amendment No. 1 dated May 17, 2002, to Credit Agreement
dated April 26, 2001, among Weatherford International, Inc.,
Weatherford Eurasia Limited, Weatherford Eurasia B.V.,
Weatherford International Ltd., the Lenders defined therein
and Bank One, N.A., as Administrative Agent (incorporated by
reference to Exhibit 4.3 to our Quarterly Report on Form
10-Q for the quarter ended June 30, 2002 (File No.
1-31339)).
4.23 -- Amendment No. 1 dated May 17, 2002 to Amended and Restated
Credit Agreement dated May 27, 1998, among Weatherford
International, Inc., Weatherford Canada Ltd., Weatherford
International Ltd., the Lenders defined therein, JPMorgan
Chase Bank, as administrative agent for the U.S. Lenders,
and The Bank of Nova Scotia, as documentation agent for the
Lenders and as agent for the Canadian Lenders (incorporated
by reference to Exhibit 4.4 to our Quarterly Report on Form
10-Q for the quarter ended June 30, 2002 (File No. 1-
31339)).
4.24 -- Waiver and Omnibus Amendment dated June 26, 2002, to Sale
Agreement dated July 2, 2001 and Purchase Agreement dated
July 2, 2001, among W1 Receivables, L.P., Weatherford
International, Inc., Bank One, NA (Main Office Chicago),
individually and as Agent, Jupiter Securitization
Corporation, Weatherford Artificial Lift Systems, Inc.,
Weatherford U.S., L.P. and Weatherford International Ltd.
(incorporated by reference to Exhibit 4.5 to our Quarterly
Report on form 10-Q for the quarter ended June 30, 2002
(File No. 1-31339)).
4.25 -- Waiver and Amendment No. 1 dated May 14, 2002, to Purchase
Agreement dated July 2, 2001, among W1 Receivables, L.P.,
Weatherford International, Inc., Bank One, NA (Main Office
Chicago), individually and as Agent, and Jupiter
Securitization Corporation (incorporated by reference to
Exhibit 4.6 to our Quarterly report on form 10-Q for the
quarter ended June 30, 2002 (File No. 1-31339)).
4.26 -- Convertible Debenture Guarantee Agreement dated June 26,
2002, between Weatherford International Ltd. and JP Morgan
Chase Bank (incorporated by reference to Exhibit 4.8 to our
Quarterly Report on Form 10-Q for the quarter ended June 30,
2002 (File No. 1-31339)).
4.27 -- Form of Subordinated Indenture of Weatherford International,
Inc. (including Form of Subordinated Debt Security).**
4.28 -- Form of Warrant Agreement of Weatherford International Ltd.
(including Form of Warrant Certificate).*
5.1 -- Opinion of Andrews & Kurth L.L.P.**
5.2 -- Opinion of Conyers Dill & Pearman.**
8.1 -- Opinion of tax counsel.*
12.1 -- Computation of Ratio of Earnings to Fixed Charges and Ratio
of Earnings to Combined Fixed Charges and Preference Share
Dividend Requirements.**
23.1 -- Consent of Ernst & Young LLP.**
23.2 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit
5.1).**
23.3 -- Consent of Conyers Dill & Pearman (included in Exhibit
5.2).**
23.4 -- Consent of tax counsel (included in Exhibit 8.1). *
24.1 -- Powers of Attorney from certain members of the Boards of
Directors of Weatherford International Ltd. and Weatherford
International, Inc. (included on the signature pages
hereto).**
25.1 -- Form T-1 Statement of Eligibility of Trustee regarding
Senior Debt Securities of Weatherford International Ltd. *
25.2 -- Form T-1 Statement of Eligibility of Trustee regarding
Subordinated Debt Securities of Weatherford International
Ltd. *
25.3 -- Form T-1 Statement of Eligibility of Trustee regarding
Senior Debt Securities of Weatherford International, Inc. *
25.4 -- Form T-1 Statement of Eligibility of Trustee regarding
Subordinated Debt Securities of Weatherford International,
Inc. *
---------------
* To be filed as an exhibit to our Current Report on Form 8-K in connection
with a specific offering.
** Filed herewith.